


Wither Wings

by ChewAcca



Series: WitherVerse [1]
Category: Marvel (Movies), Marvel Avengers Movies Universe, Maximum Ride - James Patterson, The Avengers (2012)
Genre: Angst, Death, F/M, Flashbacks, M/M
Language: English
Status: Completed
Published: 2012-10-15
Updated: 2012-12-15
Packaged: 2017-11-16 08:59:13
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 15
Words: 25,780
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/537728
Author URL: https://archiveofourown.org/users/ChewAcca/pseuds/ChewAcca
Summary: <blockquote class="userstuff">
              <p>"Why don't you fly anymore, Max?"<br/>"Because when I fly, I remember." </p><p>After witnessing the destruction of her entire flock at the hands of the School, a bruised and battered Maximum Ride is dumped unceremoniously onto SHIELD's front doorstep and into the lap of Director Nick Fury. Fury wants to use her, to make her part of the Avengers, but Max just doesn't have the will to move on. She won't fly, she won't fight, hell, it took them eight hours before she would even eat. But a new wave of super villain is rising in the New York underground, and the team might not have much time left before it devours them all.</p>
            </blockquote>





	1. Hotdogs and Other Biochemical Weapons on Mass Destruction

**Author's Note:**

> Do not hate me because I am evil. Please, please, do not hate me because of what I did to Max in this, but I think it had to be done. Frankly, the Flock was getting on my nerves (except Iggy, Iggy is my spirit animal). Also, who doesn't love a sad and angsty Max? It's when all of her good jokes come out. So, as proof below, a Marvel/Maximum Ride crossover was born! I had it stuck in my head for days and finally wrote the first draft of the first chapter. Don't worry, after a few more chapters are written, I'll lengthen this one out.
> 
> I'll try to update every Friday. I can't promise that I will due to the fact that I have a life.

The day that Maximum Ride arrived at SHIELD was a peculiar day indeed. It seemed as if all of nature was pointing at her arrival, even if the agents didn't know how to decode the signs.

"Sir," Jeffries stood up slightly from his desk, took one glance at the window and then turned towards Nick Fury's perch at the center console.

"Yes, Jeffries?" Fury asked, muttering to himself underneath his breath about air transport vehicles and schematics as he rearranged the holographic blueprints before him.

"Another hawk, sir," Jeffries was unsure what to do after making the statement, so he sat down, turned towards the window, and poked his fellow SHIELD agents to make sure they were watching what was a superb anomaly as anomalies go.

Earlier this morning, a similar hawk was flying next to the ship and landed on the landing pad of the mobile facility. The momentum of the ship itself should have sent the bird spiraling back towards earth, but the hawk held fast and was soon joined by another, one that took to swinging loops around the four engines, and this hawk was the third one, and it was beginning to distract the agents, which annoyed Fury to no end.

The bird of prey was flying perfectly parallel to the aircraft, which wasn't even seaborne at the time, but cruising at the altitude that SHIELD technicians calculated just so any birds wouldn't interfere with their systems. Yet lo and behold, here was bold proof that SHIELD was obviously very wrong.

"Jeffries, take them out," Fury commanded, not even bothering to look up from his work this time.

The agent sputtered. Take out...Take out the birds? This offended Jeffries because in addition to working for a top-secret government agency, he was also an avid bird watcher and just couldn't stand to see any bird come to harm. "But sir-"

"Jeffries..." Fury growled in a low, bass tone, spurring Jeffries into action. He stood up immediately from his seat, grabbed a long-handled broom, and proceeded to shoo the hawks away through a side window, much to the amusement of numerous other agents.

That is, until something smashed its way through the ceiling and landed in a heap before the main console, leaving a smattering of blood on the impeccably polished boots of one Nick Fury.

That something had wings.

That something was a girl.

That something was Maximum Ride.

\---

Tony Stark took a bite from a hot dog that was rife with onions, relish, the broken dreams of African children, and what Tony was 89.32% sure was more STDs than the entire state of Florida. But Steve had wanted to come here, it was one of the last remaining hotdog carts from his childhood, and Tony would do _anything_ for Steve, especially anything for Steve's childhood.

"Mhmmm..." Steve sighed into a mouthful of the cancerous hotdog. "Isn't it just the best thing you've ever tasted?"

Tony wanted to shake his head, spit out the hotdog, and throw it to North Korea where it could follow its higher calling as a biochemical weapon of mass destruction, but Steve's eyes were so wide and so blue with that eager-to-please look that Tony managed a smile that turned out to be more grimace than grin and mumbled the phrase, "It's the bestest."

 _Oh god, who even says 'bestest' anymore?_ Tony grumbled to himself. _Teenage girls?_

Steve's right hand set the hot dog down in the paper carton, his weight shifting to his right leg in exasperation. "You hate it, don't you?" He said with a sigh, a fraction of a second from face palming.

"No!" Tony admonished. "Not at all!" He looked about the small park next to the hot dog cart that they were loitering near as if the frigid, wind-swept ground, weak blue sky, and autumn leaves would give him a good excuse. "I love it," he said as if trying to convince himself more than he was trying to convince Steve. "But I love you more. So here," Tony balanced his hotdog carton on top of Steve's other hand. "Now you can have all of my lovely hotdog. I wouldn't dare keep it to myself."

Steve rose one eyebrow in a look of skepticism at the two hotdogs and then at Tony. "I can get another hotdog, Tony. You don't need to give me yours." Steve looked as if he was trying to stifle laughter at Tony's well-meaning attempt to be diplomatic in this very undiplomatic situation.

"You can have all of the hotdogs you want. We can pile your room high with hotdogs. Tell you what, I can even _buy_ the hotdog cart for you, if you want." Tony offered, seriously overcompensating in his haste to make Steve Rogers one very hotdog-happy man.

"Tony," Steve shot him a look, a dimpled smile creeping up on his face as he steered his goateed boyfriend by the elbow away from the hotdog cart and dropped the two hotdogs into a trashcan on his right. "I hated it too."

Tony let out a breath he didn't realize he was holding and sucked another one in, about to reply in a characteristically quippy fashion, when one Phil Coulson (known for his wonderful timing) appeared in front of the pair's path, closely followed by Clint in plainclothes, the slight bulge of armor evident underneath his button down.

"Stark, Rogers," Coulson nodded to each of them, his mirrored sunglasses hiding his expression, not that he had much beyond the range of stoic and/or adorable puppy dog. "You're needed at headquarters."

"What gives, Coulson?" Tony replied, rubbing his forehead in the anticipation of an oncoming headache. "It's our day off, which means no pesky little agents coming around to tell us to fight crime or save the world or rescue kittens from trees."

"Oh," Clint edged his way in front of Phil, a self-satisfied smirk on his face. "You're going to want to see this."


	2. And Then She Kicked Him in the Balls

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> That is, until something smashed its way through the ceiling and landed in a heap before the main console, leaving a smattering of blood on the impeccably polished boots of one Nick Fury.
> 
> That something had wings.
> 
> That something was a girl.
> 
> That something was Maximum Ride.

Natasha was sharpening her knives when Banner knocked on her door. That was definitely not in the best interests of Bruce, as Natasha doesn't like to be interrupted when she's handling a large assortment of pointy objects, but as a split-second decision she realized that putting five throwing knives through Bruce Banner's skull would just dull them again and make her start the process all over again. Besides, he always buys the snacks.

"Yes?" she called out as Banner pushed her door open with a click of the knob. If seeing Natasha surrounded by deadly daggers startled Banner in any way, he surely didn't show it as he pushed his wire-frame glasses back onto his nose with his index finger.

"You're needed in the medical center," Bruce told her, hand still grasping the door knob. It looked as if he had run there, his hair tousled and his lab coat askew, the buttons matched up with the wrong buttonholes. "The entire team is there, excusing Thor as he is currently in Asgard, but no one had come to summon you yet."

"Summon me?" Natasha snorted, packing away her whet stone and sliding the knives into their sheaths. "I'm not an underworld demon." She buckled the pack and set it on the trunk at the foot of her standard-issue steel frame twin bed.

"Whatever you say, Natasha," Banner muttered as he left the room, assuming she would follow. "Whatever you say..."

Tasha crinkled her button nose for a moment before joining Bruce in the long corridor. He was 200 meters ahead of her by then and she speed walked to catch up, even though she already knew the layout of the entire base of operations. They walked in silence through the twists and turns of the residential quarters towards the research wing of the facility, entering through a secluded hallway that served as a view for an examination room walled with one-way glass.

"Tasha!" Stark clapped her on the shoulders as she entered, seeing the rest of the team seated on a small row of theatre-like bench seats. "Glad you could make it."

Natasha glared at Tony before sitting down in the last seat to the right, crossing her legs and looking through the glass with expert eyes, sorting the dangerous from the mundane with a calculating eye. Within was a room stripped bare of objects. All medical equipment was locked behind the row of cabinets facing the east wall. The computer that usually is used to input information was wrenched from its slot at the whitewash desk in one corner of the room and thrown clear across to the other side, an obvious attempt to break the glass, or in the occupant's case, mirrors. But sitting on the shiny steel exam table was one of the most pitiful things the team had ever seen.

A girl in a pristine hospital gown wrung her fingers out in a strange, rhythmic pattern. Her hair was a stringy brown, perhaps once blonde, matted with blood around the edges and a few spots near the roots. Her back was hunched, neck craned as far as humanly possible so she wouldn't have to look in the mirrors, but instead took to staring at the linoleum flooring, her hair hanging to obscure her face in a Grudge-like fashion. Dirt was caked around the joints of her long, slender limbs as if she had bathed in mud, cuts decorating places around her knees, ankles, and a few gashes on her forearms. As she moved her fingers, dirt was brushed onto the mint green of the gown. _1, 2, 3, up, back again. 1, 2, 3, up, back again._

"And why are we here again?" Natasha asked, knowing full well that Bruce never told her, but it wasn't in the Widow's style to be out of the loop.

"Have a heart, Tasha," Steve retorted. "She can't be much over 17, 18 at the most."

"So?" Natasha shot back. "17 is old enough to be a mole. Hasn't anyone here seen Harry Potter?"

A chorus of no's drifted in from the team, all except Steve, who scratched his head and murmured, "There's espionage in the wizarding world? Tony, you never told me about that."

Tony grunted in response, his eyes fixed on the girl. "I don't tell you about a lot of things. Like Saturday Night Live, cold pizza, and 3am bagel deliveries."

Steve's eyes widened in new found joy. "You can get bagels at _three in the morning_?" He whispered in reverent awe. "The things I could do with that information..."

"But don't order from Einstein's," Clint said, offering his sage advice whilst using a compound bow as a gesturing tool. "They're crap. They put capers on a lox bagel. Who even does that?"

"Right on," Stark concurred, discreetly brofisting Clint and then replacing his left hand in his pocket.

"People," Bruce stepped between the glass and their seats, obscuring their view of the girl for the moment. "Focus. What are we going to do with her?"

"Have you taken a blood sample yet?" Tasha asked, her eyes focusing on the rhythm of her fingers, trying to decode the message.

"Oh, 'have we tried to take blood samples yet?'" Tony asked, mimicking Natasha pretty closely, his had serving as a puppet. "We've tried, little Widow, but she won't give them to us."

"So?" Natasha asked, gesturing with her hands. "Overpower her."

"It's not that easy," Steve pointed out just as Bruce walked over with a portable security monitor. "Watch."

The screen crackled to life, showing the examination room the girl was in, her feet dangling off the table as the camera showed a birds-eye view from the upper left-hand corner of the room. One of the medical technicians entered the room, three sterile syringes in his lab coat pocket. He was speaking in hushed tones that were unintelligible from the monitor's speakers, slowly taking out one of the syringes. But as he got closer to her, she kicked him in the balls. Just a straight shot of her leg and the scientist was against the opposite wall. The kick was so fast that Banner almost had to slow down the feed to see it.

"Well, she's got reflexes, I can tell you that much," Natasha mused. "Why I wasn't called in sooner?"

The men let out a collective "Er..."

"We forgot," Clint confessed. The rest of the boys shrugged sheepishly, Steve offering an apologetic smile that Natasha refused to take.

"But then we thought, 'Who could get through to this girl?'" Tony made a fake pensive face. "And your sharpshooting lover over there said, 'Natasha's a girl! She could do it! She's amazing at everything.'" His imitation of Hawkeye in love involved copious amounts of eyelash batting, hand clasping, and theatrical swooning, to which Bruce and Steve sniggered at, especially when it earned Tony a cuff on the ear from a scowling Clint.

"Wow," Tasha deadpanned, leveling her eyes at Clint. "However can I thank you?"

"Tasha," Clint intoned with a pointed look. He gestured with his head towards the door. "Go."

"I have to say," she replied as she uncrossed her legs and stood up from the chair, almost talking to herself as she reached for the door. "I am the least girly person on the entire team. Steve has more girly tendencies than I do. Tony is practically an honorary girl."

"Love you too, Tasha," Tony muttered after her as she inputted the code to unlock the door and entered the lion's den.

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> "LEAVE!" The girl screamed, slipping off the table as she tore it straight out of the bolts that fastened it to the ground, her arm muscles rippling in the process.
> 
> "Holy shit, she's scary."


	3. A New World Order

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> "Tasha!" Stark clapped her on the shoulders as she entered, seeing the rest of the team seated on a small row of theatre-like bench seats. "Glad you could make it."
> 
> -
> 
> "But then we thought, 'Who could get through to this girl?'" Tony made a fake pensive face. "And your sharpshooting lover over there said, 'Natasha's a girl! She could do it! She's amazing at everything.'"

The Widow wasn't wary, which was good. When Natasha got wary, the threat must be huge, but she figured this was an easy job. Talk to her a bit, coax her to giving them a blood sample, maybe having to restrain her as the worst-case scenario, all in a day's work. The door clicked closed behind her as she treaded lighter than normal on the linoleum flooring towards the table.

 _Seriously?_ Natasha thought in disdain.  _Fury couldn't spring for something more…tasteful? Tile, maybe?_

Seeing no sitting space, Natasha sat directly across from the girl on the floor, her back leaning against the glass, even though she knew that the girl attacked most frequently from this angle. But since Natasha didn't have precious family jewels to protect, she considered herself pretty safe.

"Hello," Tasha whispered softly, going into full-on Widow mode replete with falsified emotions and motherly attributes. It drew no response from the girl, so Natasha pressed further. "How are you?" No response again, so Tasha took to rambling. "I know the table isn't very comfortable, I can get a ch–"

" _Go. Away._ " The words were filled with so much malice it surprised Natasha that it could come from the figure, as she didn't even raise her head to speak. They were overly pronounced, sharpened like a knife and pointed like a blade.

"Are you hungry?" Widow soldiered on, her palms against the floor in case she had to pounce. "There's some food in the–"

" _Leave._ " The same tone coloured the girl's speech, a driven sound that was deep-rooted in horror story characters.

"We are trying to help," Natasha was beginning to become angry at this point. "If you would just let–"

" _LEAVE_!" The girl screamed, slipping off the table as she tore it straight out of the bolts that fastened it to the ground, her arm muscles rippling in the process. She lobbed it at Tasha, who missed it by a few inches and quickly exited the room. The table hit the mirror with a sickening screech that made all of the Avengers who were watching the ordeal jump. Natasha closed the door with the security code, walking calmly to her seat and asking with a wry smile,

"So who wants to go next?"

\---

"What do you think her problem is?" Clint asked the remaining Avengers as Banner entered the room in an attempt to calm the girl, who, true to her nature, was back on the table, fingers twirling in that ever-maddening pattern.

"Psychosis? Tony suggested with an offhand tone and a shrug. "Maybe she took too many pepper-upper pills and now her mind's all loopy. It doesn't really matter, because guess what?  _It's not our problem_."

"It is now," Natasha retorted with her arms draped lazily over her chair and the one next to her, her feet propped up on a neighboring seat. "Bitch threw a table at me. I don't forgive table-throwing that easily."

Clint raised his left eyebrow. "I threw a table at you on several occasions."

Tasha dismissed him with a wave of her hand. "Well, you're you."

"I think a tragedy happened," Steve spoke up, breaking the silence. "Would you act like that if you fell through the ceiling on accident? No. I think..." He scrunched up his face as if trying to deduce something, his adorable cowlick bobbing in place as his face stretched back out in horror. "I think she was trying to kill herself."

Tony considered the notion, putting one finger out as if he was a sassy black woman telling Steve to hold the phone. "May I ask  _why_  she decided to kill herself by dropping on top of a top-secret government agency's helicarrier?"

Steve shrugged. "It probably looked stable enough from the top. Who even knows what this thing is made out of? No, Tony, don't tell me that either." He shut down Tony who already had his mouth halfway open.

"But her weight and momentum shouldn't have let her break through the carbonized steel coating on the top," Clint countered. "Even if she  _could_  break through it, the impact should have broken her to pieces. That girl should be dead."

They all turned to look at what was happening just as Banner raced out from the access door. A faint scream from the girl could be heard through the glass.

"So," Banner said breathlessly as he slumped up against the closed door. "I am never,  _ever_ , doing that again."

\---

Tony wanted a crack at it, Tony wanted in. It was a problem that even  _Natasha_  couldn't fix, so like the megalomaniac television personality he is, Tony suited up and tried to itch the itch that the collective Avengers just couldn't scratch.

Of course, he was wrong, but then again, he  _is_  Tony Stark.

"Listen here, kiddo," Tony said through the protective face mask of the Iron Man suit, the heavy metal clinking against the ground as he stepped into the room. "We can do this the easy way, or the hard way. Take your pick."

The girl was intrigued by the sound, her back straightening a little bit, but as if she remembered she had to keep up an act, she left her head down and said nothing, her finger motions becoming more rapid, more frenzied.

"Don't you even want to know what I'm going to do? Geez, you're a problem child," Tony lowered the face panel of the suit. "You parents must have–" Tony stopped short.

The girl had lifted her head at him, her stringy blonde hair cover a small section of her face, yet her brown eyes pierced him with the most withering look that if a gaze was solid, Tony would have been in tatters by now.

His eyes widened. "Uh, JARVIS? Replace face panel and unlock examination room door. Thanks." Tony's face was once again protected as he slowly backed out of the room, the girl's eyes still firmly on his. "Well, bye."

The door shut with a bang, Tony resuming Bruce's former position of slumping against the frame. He glanced at the rest of his team members who were holding back laughter.

"Holy shit, she's scary."

\---

Steve Rogers didn't think that the girl was that bad, she just needed the right person to get through to her. Besides, her shell was already breaking, he could tell, just as he could tell in every one of his soldiers as they tried to repair their bravado after a particularly bad battle. So while Clint was vehemently refusing to get inside a room where using a bow to defend himself against a mentally-challenged female would be very difficult, Steve was already halfway to the door without another look back.

"Hello," soft-spoken Steve whispered as he stepped into the room and stood parallel to the girl, the bottom pockets of his navy blue pants resting on the cold tabletop.

She turned and looked at him with a critical eye, scrutinizing his expression. He returned a hesitant smile, occasionally glancing down to watch the rhythm of her fingers. Even with the dirt and cuts, she was pretty, at least as pretty as the girls from Steve's era, but in a more unconventional way. A light purple bruise was beginning to spread across her left cheek, obviously from the fall, Steve deduced, but it was healing so quickly that Steve almost saw it disappear right before his eyes.

"The others," he said in a normal tone of voice, light and easygoing. "They aren't that bad, you shouldn't be so mean to them."

She stayed silent, still surveying his face. Steve glanced at her, returning her gaze for a few seconds before looking at the mirror. Oh gosh, they made an odd pair there, reflected in the precise texture of the glass.

"I know what they were promising wasn't exactly true," he continued in a carefully measured voice. "They wanted a blood sample, to find out who you are, but maybe we can do away with that. Clean you up, get you some clothes, send you back to your family. Would you like that?" He turned and smiled at her in an amicable way. "Would you like to see your family?"

The girl tore her face away from his direction and stared at her lap, her fingers twitching. "They-" she began, her voice cracking. "They're dead." A tear splattered on the mint green hospital gown, droplets of water sending the dirt in four directions.

Steve was startled that she even talked to him at all, he was expecting just a nod yes or no, but as a few more tears dropped from her eyes it quickly became evident to him that she was crying. He leaned over and wrapped his arms around her in a fatherly way. "Shh," he smoothed her hair as she stiffened in his grasp, eventually leaning against him and letting out a torrential downpour of sobbing. "Don't cry," Steve began to rock her back and forth. "Don't cry, you're safe now, don't cry..."

"They're dead, they're all dead," she sobbed, her fists beating against his chest weakly as she began to soak his shirt. "They're dead, they're dead, they're dead..." Her back trembled and Steve just held her tighter.

"Just dead..."

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> “Tape #4375, sector four, Director Fury presiding.”
> 
> The girl chuckled, a deep, low, mocking sound. “My, my, Fury. If I didn’t know any better, I would have thought that this was an interrogation.”
> 
> “Just answer the questions, please.”
> 
> “I say you stop asking questions you don’t want to know the answers to!” she barked out harshly.


	4. An Overpowering Amount of Chewiness

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> He turned and smiled at her in an amicable way. "Would you like to see your family?"
> 
> "They-" she began, her voice cracking.
> 
> "They're dead."

“You fixed her.” Tony stared at Steve in shock and awe. “You just flipped your pretty blonde hair and she fell all over you.” His voice reflected reverence usually only utilized for religious experiences and One Direction concerts as he stared at Steve unblinkingly. “It’s the Steve Rogers magic. You’re like the–the,” Tony thought for a second. “You’re like the ghost whisperer, except instead of ghosts, you whisper to psychotic girls.”

Steve raised a wry eyebrow in disbelief.

“Okay, Stark,” Natasha breezed by with a smirk, dusting her hands off on her black leather pants. “You can go and get your balls back now, wherever you might have left them.”

Tony acted aloof, stroking an invisible ascot nestled in the hollow of his neck. “I take offense at that, dearest Tasha. I have balls, just ask Steve.”

At that, Steve’s face went into a state of deep blush, his head turned to the side, his eyes fixated on the impeccably clean Formica counters as he brushed the tip of his nose with his thumb, a slight cough escaping his lips.

“Oh.  _Oh_.” Natasha winked knowingly. “So you two have been getting it on? About time.”

“Actually, Tasha, they’re  _been_  ‘getting it on,’” Clint used air quotes as he walked past them and into the kitchen. “Since when are you so out of the loop?”

“Give me a break,” she scoffed. “I just got back from an undisclosed location.” She hopped up onto the counter, crossing her legs and arms simultaneously.

“Otherwise known as the Valley of Clint Barton’s Bedroom,” Tony said in an aside to Steve, who was eternally grateful that the topic of him and Tony’s sex life was buried under the topic of Clint and Tasha’s. It was at these moments that Steve felt as if it wouldn’t be so bad to be a loner like Banner.

“Shut it, Stark,” Clint and Natasha retorted in unison as Tony retreated to his bedroom, waving off the two agents like irritating gnats.

“So,” Steve cleared his throat in an attempt to change topics in order to avoid a messy spectacle that would eventually end in  _someone_  summoning a velociraptor. “How’s the girl?”

“Oh, fine,” Natasha replied, leaning up against the wall, her calves hitting the edge of the counter. “I managed to get all of the blood out of her hair using the sink before she threw me out the door. Luckily enough, ‘shower’ is pretty much universal in every language.”

“Now what do we do?” Steve asked, feeling pointless.

“We wait,” Natasha said simply. “She has a bed. She knows how to use it.”

“We wait…” Steve repeated, letting the words echo in the room before hearing an indignant shout from Tony’s bedroom.

“Cap!”

The two agents stared at Steve as if to say ‘ _go ahead, reply to him…we’re watching_.’ It was intensely creepy, considering the fact that the tandem staring was accompanied by Clint calmly sipping lukewarm coffee.

“Er…well…duty calls!” Steve said awkwardly, giving a small wave before excusing himself from the room.

Tasha and Clint just exchanged glances, shaking their heads with coffee cups at their lips.

\---

“Hello.”

Nick Fury slapped the file down on the interrogation room table before sitting in front of the girl, the cold steel finish identical to the glint of the chairs. Darkness permeated the back wall, the only light in the room coming from a bulb overhead that was tilted in the direction of the girl.

Truth be told, she’s caused an awful lot of trouble for his agents and Fury never  _liked_  anyone who caused trouble for him. She wouldn’t get out of her bed in the morning, she had to be physically carried down a few flights of stairs to be interrogated, and ended up delaying several meetings in nearby rooms with her kicking and screaming like a sorely injured wildebeest. But now she sat calmly in front of him, light brown hair covering her face as per usual.

“Tape #4375, sector four, Director Fury presiding,” Fury spoke in a clipped, professional tone, pressing record on the slim, shiny device to his left. He finished, laying his palms flat against the smooth finish of the file, and turning to face the girl. “Name?” There was no answer. “Age?” Again, silence. “Place of birth?”

The girl chuckled, a deep, low, mocking sound. “My, my, Fury. If I didn’t know any better, I would have thought that this was an interrogation,” she said with a smirk, her eyes still covered.

“Just answer the questions, plea–”

“I say you stop asking questions you don’t want to know the answers to,” she barked out harshly.

“I need to know these answers,” he replied in an equally stern tone. “In order for you to be accepted into the–”

“Into the what?” She crossed her arms, leaning back on her chair with a smirk lingering on her lips. “Your merry band of heroes? No way, José. I’d rather choke on my own vomit.”

“Considering you almost did that yesterday…” Fury implied her fragile state of mind.

“Yeah, yeah, whatever,” she waved him off, avoiding his gaze. She thought for a moment, as if considering Fury’s offer, then turned towards him, brushing her hair out of her eyes and looking him head on.

“The name’s Max, and I was born in a test tube.”

\---

“Did anyone else notice that Coulson was especially pissy today?” Steve asked as he sat down at the kitchen table, turkey on rye in one hand, 2% milk in the other.

“Woah, woah,” Clint held his hands out as if to defend himself from Steve. “Slow down there with your 21st century colloquialisms, my friend. You might take your eye out or something.” He smirked when Steve clipped his ear, muttering something about useless field agents, but he shook it off and instead replied with, “What did the fanboy do now, Cap?”

Steve rolled his eyes and scooted his chair closer to the table as he picked one half of his very American sandwich up with his right hand. “Well, I was in the rec room and about to get on the treadmill when–”

“ _Hello friends_!” Thor boomed as he barreled in through the kitchen door, his smile so bright he could start a forest fire in the middle of SHIELD HQ’s retrofuturist chrome detailing.

“Geez,” Tony clapped his hands over his ears with a grimace on his face. “Tone it down, will you? You’re practically talking in caps lock.”

Thor was confused for a mere second before busying himself in the refrigerator door. “Oh son of Howard…” Thor’s voice trailed off as he began to pull ingredients from the fridge. “Jane has taught me a wonderful Midgardian recipe and I wish to share it with you all!” He delved bravely into the container of flour and dumped two cups into a glass bowl, flour puffing up and coating his straggly beard.

“So you’re now a…” Natasha surveyed the ingredients he had at hand as well as the apron he grabbed from behind the entryway door, her eyebrows raised in incredulosity. “A baker?”

“If that is the term, than yes,” Thor winked at Tasha as he tied the apron tightly around his waist. “I am most definitely now a Midgardian ‘baker.’”

The entire team rolled their eyes and took to staring at their lunch, Clint muttering a low ‘if you say so’ and Steve biting into his sandwich so he didn’t have to reply to anything for at least a good three minutes.

“She says that it is absolutely delicious and is at the feasts of all the great kings of Midgard!” Thor chattered on with big arm motions and superfluous hand gestures.

“Huh,” Tony said, leaning back in his chair at a dangerous angle. “Weren’t you supposed to be in Asgard?”

Thor coughed and said nothing further on the topic, preferring to busy himself with the art of baking. He mixed the ingredients, setting the oven to preheat, and greasing a baking sheet. The oven beeped, he slid the tray inside, and set the timer for eight minutes.

“So,” Thor said as he took an empty chair at the table. “Has anything of interest arisen in my absence?” The nervous glances from the others but Thor on edge. “What? What has passed?”

“Er…” Clint let the sound escape from his lips.

“A psycho girl trying to commit suicide crashed through the ceiling of the helicarrier and terrorized Tony because, apparently, she’s so fucking scary,” Natasha deadpanned, flicking another potato chip into her mouth.

“Hey,” Tony leaned back even farther, teetering towards the edge, his head leaned back to look behind him. “She’s not that – AAAHH!” He fell to the ground with a crash, finally pushing the chair too far as he stared in surprise at the face above him which was, of course, the aforementioned girl.

Nick Fury had his hands firmly clasped on her shoulders as she surveyed the room with a special brand of Canadian persnickityness. “Team,” he addressed them. “This is Max. Max,” his tone was ironclad with sternness as he forced her down into a seat, she struggled, batting his arms away. “This is the team.”

Max shot him a glare of dagger proportions. “I am  _not_  in the mood, Fury,” she sneered, crossing her arms.

Fury ignored her. “Get Max something to eat. I’ll be back in an hour.” He turned away from the stunned cache of superheroes and left out the side door, clicking it closed behind him.

“So…”Clint drew out the word as the team stared at Max like goldfish minus the smiles.

“Yes?” Max cocked her head as if to meet his challenge when Clint was unaware that he made one in the first place. The awkward tension was broken by Thor and the clatter of crockery.

“Here you are, Midgardian!” Thor beamed proudly. “You shall be the first besides Jane to sample the excellency of my baking.”

Natasha sniffed the air. “Chocolate chip cookies? Those aren’t served at the feasts of great Midgardian–”

“Shh.” Clint nudged her. “Look,” he whispered and pointed towards Max.

The entire team watched intently as Max quickly shot out a hand and brought a cookie up to her nose, taking a small nibble.

“Too sparse on the flour, the chewiness is overpowering, probably from the lack of milk and overdose of heavy cream, the notes of vanilla are missing, one too many eggs were added and plus,” she held the cookie away at arm’s length, her nose wrinkled. “You used baker’s chocolate.” The cookie fell to the pristine countertop, smushing itself into a puddle of sugarless cacao and tawny-coloured dough.

“How did you know all of that?” Steve asked, trying to keep his astonishment off of his face. It was obvious to him that she had built her bravado back up and he felt as if he didn’t need to goad her ego any more than Tony and Clint already where.

She replied in a soft voice, looking wistfully at the plate of rejected cookies. “My mom used to make them for me…”

**Notes for the Chapter:**

> Next time on Wither Wings. 
> 
> “Pack your stuff, sugar," Tony pounded against the wall. "It’s moving day.”


	5. Are You Asking Me to Dance?

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> She thought for a moment, as if considering Fury’s offer, then turned towards him, brushing her hair out of her eyes and looking him head on.
> 
> “The name’s Max, and I was born in a test tube.”

Max awoke with a bang.

“Get up, chickadee,” Tony crooned, his voice dripping with pseudo-innocence. Another whump was brought to Max’s ears and conjured the strength for her to push back the oh-so-heavy covers and stand up, opening the door and greeting Stark with a frosty demeanor, a serious case of bedhead, and a shirt that had the buttons in all the wrong holes.

“Aw,” Tony fluttered his eyelashes. “Did you dress up  _just_  to see me? How flattering.” He leaned on a stack of boxes. “Pack your stuff, sugar. It’s moving day.”

\---

The tower was huge. Never mind the fact that Max was driven over in an armored van that she affectionately nicknamed Goliath: Defender of All and that her only company was a stack of boxes that was teetering just enough to make her reasonably nervous, the place was lush.

The elevator bell dinged and opened the door on the first floor out of over eighty sparkling floors of elegant meets modern meets mad scientist. She entered the elevator with Tony, standing as far away from him as humanly possible, with a small duffel filled with SHIELD hand-me-downs slung over her shoulder. Tony clicked away on his limited edition of some new smartphone, most likely looking at something that made him feel pompous and important.

When they arrived up on the top floor, boxes were piled around the breakfast bar with labels like ‘Cap’s Sketchbooks,’ ‘Tasha’s Blunt Weapons,’ and ‘Mine: Do Not Touch.’ Max set her duffel back down awkwardly on top of the small cluster of boxes.

“Okay,” Tony said without looking at her. “Bye.”

“What?” Max asked, whipping her head around to look at him in astonishment. “Where are you going?”

“Unlike you,” Tony cleared his throat and scratched at the collar of his navy blue Strokes t-shirt, pocketing his cell phone. “I actually have a life. So just make yourself at home and wait for the team to get here.” He pushed the button of the elevator and stepped in, sliding sleek sunglasses onto his face and crossing his arms as the elevator doors closed. “And don’t break anything, kiddo.”

The  _whoosh!_  of the elevator descending was distant and muffled as Max glared at the doors as her last lifeline severed, leaving her stranded in this too-expensive-for-its-own-good luxury tower. She poked one of the boxes, running her finger along the edge of the tape.

“If he thinks I’m unpacking these boxes, he’s delusional,” she muttered and sat down on the lowest box in the cardboard jungle.

“He usually is.”

The voice startled her and she turned towards the hallway opening to see Banner toweling off his hair.

“What are you doing here?” Max demanded, her eyebrows raised and her eyes wide.

Banner chuckled. “I live here.” He finished, slinging the towel around his neck, spots of water dotting his purple t-shirt.

“You live with  _Tony_?” Max rolled her eyes and sat back on top of the box and crossed her ankles.

“Uh, yeah,” he replied. “And Steve. The others are usually away on business.”

Max snickered. “The jokes I could make about that statement are endless. Seriously. You guys are all crazy.”

Bruce shrugged and turned back towards the hallway. “Call me if you need anything.” He called back to her, hands tugging on the towel.

“Crazy,” Max muttered to herself.

\---

It was hours by the time the rest of the team managed to get to the tower. And by that time, Max had discovered the fridge and has eaten about half the contents. She had also, in the least wonderful of circumstances, discovered JARVIS, and was currently hanging upside from the couch, her head dangling off the edge as she munched on Sour Cream and Onion Ruffles. The rest of the room was scattered with food wrappers and cutlery from previous meals as well as miscellaneous remote controls in her hunt to turn the television on.

“JARVIS, change the channel to a movie, please,” Max called up to the ceiling just as the doors to the elevator dinged open and the team popped out, the scene before them causing a bit of gawking.

“Yes, Miss Ride.” He replied in a polite tone as the TV displayed the opening scene to a movie in which Michael Cera played an awkward teenager.

“You’re a doll, JARVIS,” Max grinned up at the ceiling tiles and resumed watching Ramona Flowers skate around and dye her hair pink, another Ruffle crunching away in her mouth.

“Achem,” Steve coughed discreetly, surveying the damage that Max caused in her rampage with more than a bit of confusion. “Wha-what happened?”

Max shrugged, a piece of hair relenting to gravity and pulling out from behind her ear. “I got hungry.”

“Very hungry, apparently,” Clint muttered, kicking a soda can. “Don’t you know how to clean up after yourself, kid?”

Max sat up on the couch and faced them, legs crossed, but didn’t answer the question, offering a Ruffle to Natasha, who declined.

“Yeah, have Pepper get those accounts to you by Friday, okay, good, b–Holy shit.” Tony slowly lowered the phone from his ear as he caught a glance at his devastated apartment. “What did you  _do_? Hire out a hippopotamus?” incredulosity smothered his tone as he looked from Max to the wreckage.

“I didn’t break anything,” Max replied with a smartass smirk.

“What about the microwave over there?” Tony asked, pointing to the crushed door of the microwave swinging freely on its hinges.

“It annoyed me,” she said passively.

“So you hit it?” Tony queried. “With a baseball bat?”

Max shrugged and got up, walking towards the balcony. Her feet padded across the tiled lush carpet as she dropped the Ruffles bag behind her and it bounced off the floor, causing a few chips to scatter.

“Hey!” Tony came after her in anger and grabbed her arm. “I’m talking to you!”

She whipped herself around to reply, her eyebrows narrowed into a sneer, but she lost her balance. The slip of a finger, the weight of a torso, and Max tumbled over the edge, falling…

\---

The wind whistled through her hair as she screwed them shut, her depth of field woozing in and out of clarity, the glass windows rushing by at an alarming speed.

She wanted to fall, to die. This was perfect. It looked like an accident, it looked like she wasn’t sad, when in reality she was more broken than a splattered eggshell. The hard asphalt would be a warm welcome. She would be with them again. She would see her flock in heaven.

Or she would just get a shit ton of injuries like the last time.

 _No_ , Max’s eyes popped open.  _I won’t go out this way_. She struggled against the force of gravity, trying to extend her wings, but they wouldn’t budge. She tried again and again, pushing harder with her muscles.

 _Okay, Max_ , she muttered to herself.  _What can you do now?_  She flung her arms out, trying to grab onto something, but ended up changing her direction and having her fist break a window, the shards hitting her back. She cried out in pain, trying to push her wings out through her shirt in a vain attempt to stop herself from tumbling head over heels towards the spectators below. As she attempted her last wing extension, two red and gold arms wrapped around her waist and pulled her upward, but it was too late. Her wings shot out, creating a ripple effect and batting Iron Man away. She hovered there, suspended for a mere second before soaring up into the sky, her feathers haloed by the sun’s last rays.

A gulp of air whistled between her teeth. She felt light, but she knew it wouldn’t last. With all of the strength she could muster she flew back up to the balcony, heaving herself over the railing and collapsing on the ground.

“Max? Max? Can you hear me?” Her vision began to fade as she saw Steve shake her shoulder. “Can you feel your feet?”

She coughed, smiling. “Are you asking me to dance?” Her voice was distorted, like she was on pain medication.

She could only see Banner running up with medical equipment before all went black.

\---

“Ouch,” Max hissed as Banner pulled another shard of glass from her back. “That one  _hurt_.” She was sitting on the exam table, hunched over with her back exposed as Banner attempted to clean it up with severing her spinal cord.

“Well,” the piece of glass clinked as it fell into the surgical steel pan on the table next to Max. “They’re all going to hurt if you don’t stay still.” He peered through his glasses, trying to get the smallest shards first before all the blood is let out. Max stayed silent as he worked, occasionally twitching when the bigger shards where pulled. Banner cleared his throat and picked up an antiseptic, thoroughly soaking the gauze before asking, “Max, why didn’t you tell us you could fly?”

She stiffened, her back going rigid and making his work much harder. “Because I don’t. Not anymore…”

Banner touched the top of the line of wounds, cleaning away the blood. “And why is that?”

It took her a few moments to respond, but when she did her voice was carefully measured, like a science experiment. “Because when I fly, I remember.” Banner didn’t even need to ask the next question, Max just continued on her own. “My family, my flock. They’re dead all because of me. I’m no use to anyone here, I’d be much better up there with them.”

“In heaven?” Banner threw away the used gauze and put antiseptic on a new one, starting at the bottom of the wound this time.

“Yeah, I guess.” her voice was shaky. “It’s different, you know? Without them. It’s like climbing up stairs and thinking there’s another one but your foot just falls through, except, I’m missing the entire fucking staircase. I can never get back to the second floor, I’ll just spend my entire life trying to rebuild those stairs and I probably won’t finish it. I’ll fail them, so it’s better to quit at the beginning…”

From the alcove Steve was listening. He wasn’t intentionally trying to eavesdrop, he just wanted to see if Max was okay and if she would flip out on Banner again like she did to all the other scientists, but it eventually evolved into official eavesdropping, peeping tom status. He was going to walk in earlier and ask her well-being directly, but he kept quiet and let Banner do his work because he understands Max’s feeling. He understands it completely.

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> “Max!” Gazzy’s frantic cries called her over as he pushed random buttons on the security console. “Something’s wrong!” She walked over, seeing the rest of her flock in the monitors before each of them winked out and were replaced with static.
> 
> “Shit,” she swore and grabbed the collar of Gazzy’s shirt and pulling him out the door. “We have to go.”
> 
> -
> 
> Max stood at the edge of the forest and looked back at the old School research facility. She looked back and watched her Flock burn.


	6. From Beneath You It Devours

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> Max’s eyes popped open. No, she thought stubbornly, I won’t go out this way. She struggled against the force of gravity, trying to extend her wings, but they wouldn't budge.
> 
> -
> 
> “It’s different, you know? Without them. It’s like climbing up stairs and thinking there’s another one but your foot just falls through, except, I’m missing the entire fucking staircase. I can never get back to the second floor, I’ll just spend my entire life trying to rebuild those stairs and I probably won’t finish it. I’ll fail them, so it’s better to quit at the beginning…”
> 
> From the alcove Steve was listening, but he kept quiet and let Banner do his work because he understands Max’s feeling. He understands it completely.

“Hello Max.”

The voice pulled Max into a sterile white room, like a space ship through an Einstein-Rosen bridge. The whiteness stretched on for miles in each direction, melting into an opaque fog on Max’s left and right. She sat cross legged in front of a pile of playing cards and the person facing her was none other than the infamous Nudge.

“Now c’mon, Max, let’s play ‘Go Fish,’ because you  _know_  that ‘Go Fish’ is my favorite card game in, like, the entire world, we play it every time we manage to get a pack of cards on our hands. ‘Go Fish’ is a silly name, I mean, like, what are we fishing for, numbers? That’s a weird thing to fish for! Imagine if you went fishing and instead of a fish at the end of the hook, there was, like the number five or something. Hehe, a lovely fillet of nine with a lemon drizzle. Ugh, Iggy’s been rubbing off on me. He talks  _soooo_  much, you know? Especially about food…” Nudge blabbered on whilst shuffling the cards and dealing out seven to both Max and herself, setting the stack of cards down in the space between them. Max slowly picked up her cards, arranging them in number order, then slowly lowering them to sneak a peek at Nudge as she gesticulated wildly, talking about how Iggy made them pancakes last week, and wondered if all of this was all a crazy dream induced by that strange green pill Banner made her take last night.

“Nudge!” Max launched herself out of her sitting position and hug-tackled Nudge to the pristine white floor, the cards fluttering around them.

“Woah, Max, you don’t have to, like, do that, you know? You never hug me, what is  _up_  with you?” Nudge’s eyes were wide as she tentatively hugged Max back, who had her in a crushing embrace.

“Why are you here, Nudge?” Max mumbled into Nudge’s impeccably picked out pink sweater as she hugged her tighter, never wanting to let go.

“I’m here to warn you, of course, but I thought it would be funner if we just played cards ‘cos cards beats warnings two to one.” Nudge reasoned, talking as if it was normal to visit her sister in a dream and insist they play ‘Go Fish.’

“What?” Max drew away and crossed her legs again, leaning in close to Nudge as if she would hear her answer better the way.

“Don’t you feel it Max?” Nudge asked with an innocent scrunch of her eyebrows. “It’s coming, and it’s coming soon.”

“What’s coming, Nudge?” Max scooted closer, her eyes inspecting Nudge’s face, like she might be a killer robot sent to destroy the Earth. “What?”

“I can’t help you anymore, Max,” Nudge looked like she was about to cry, like she really wanted to tell Max something, but was scared to. “You have to do this one on your own.” She started to inch back from Max, a tear slipping out from the corner of her left eye.

“What can’t you help me with?” Max demanded and grabbed on to Nudge’s shoulders, shaking them gently. “What?!”

Nudge gasped and stopped sobbing, her wide eyes meeting Max’s as she grabbed on to her shoulders in turn. “ _From beneath you, it devours_.”

Nudge’s eyes grew wider and she was pulled back, like she was collapsing from the inside or had a lasso around her torso and was tugged through a wormhole. Max reached out her hand to grab her, but was pulled through the rabbit hole as well.

\---

“Nudge!” Max sat up in her bed, gasping, her breath shuddering from time to time as she fell back onto the pillow, pieces of hair plastered to her sweaty forehead, neck, and chest. She shivered and pulled the duvet closer to her, looking out of the corner of her eye at the digital alarm clock on the bedside table.

 _Two AM. Just great_ … Max groaned and pressed her face into the fluffy covers, worming her way further into the cocoon and closing her eyes. A few agonizing minutes passed before Max realized that she wouldn’t be getting back to sleep anytime soon. She let out a loud moan and flipped her covers off, sliding out of bed.

“Why, biological time clock? Why?” She mumbled to herself as she slipped on a cranberry waffle-weave henley and some heather grey sweat pants and stumbled out of the door into a dark common room, the only light coming from the glow of the water dispenser embedded in the fridge.

She shuffled over and grasped the handle, pulling it open and selecting a multi-colored drink that she was around 73% sure was not one of Tony’s experiments. She twisted off the cap and drank it, tasting dragonfruit and acai berry, wrinkling her nose at the taste before getting used to it. After a few sips she went over to the private elevator for the residents and walked in, surveying the many buttons and their labels, eventually pressing the button for level 42 at random, still sipping the drink in her hand. The elevator wooshed down at the bat of an eye, the doors opening out onto a shadowy room. As soon as Max stepped out, the elevator doors closed and it abandoned her on the level. Her fingers felt their way along the walls until she found the light switch and the lights went up on what could only be described as a boxing room.

The ring was set square in the middle of the room, a large bulb fixed on it even though it looked barely used. To the right was a training area with sets of jump ropes and weights, to the left rows of seats. Max walked up to the navy blue punching bag batting it around a bit with her palms as she looked up the expanse of smooth leather to the chain and from there, the ceiling.

_“Max!” Gazzy’s frantic cries called her over as he pushed random buttons on the security console. “Something’s wrong!” She walked over, seeing the rest of her flock in the monitors before each of them winked out and were replaced with static._

_“Shit,” she swore and grabbed the collar of Gazzy’s shirt and pulling him out the door. “We have to go.”_

Max threw the first punch, the punching bag swinging on its axis as she was slammed again by a flashback.

 

_They slid underneath a table, running from the group of School operatives chasing them down the hallway._

_“Iggy!” Gazzy shouted as they passed him in the hallway and grabbed his arm in an attempt to regroup the Flock but they were cornered by another group of Whitecoats that they managed to bat away and continued to race down the hallway._

_“Where are the others?” Max asked Iggy as she landed a kick straight to a female Whitecoat’s head._

_Iggy jumped over the group of fallen bodies and joined them “Nudge is near the entrance with Angel. Fang was…” He gritted his teeth as they rounded a corner._

_“Fang’s gone.”_

The words echoed in Max’s ears as she hit the punching bag again and again, trying to stop the memories from surfacing, each punch shattering the old words, the old feelings.

 

_Smoke. She smelled smoke, and before she realized it, she was ahead of both of the boys and the ceiling sparked, a wall of flame separating them._

_“No!” She cried out, trying to get back to them, but the fire singed the edge of her jacket._

_“Max! Go! You have to get Nudge and Angel. We’ll find you later.” Iggy shouted back, just as the group of Whitecoats caught up with them._

_Max took one step back then turned, fleeing the scene and running towards Nudge._

She kicked the bag, the leather meshing with her foot and rippling, sending it on a collision course towards her head that she ducked and hit back, her fists at the ready.

 

_She found Nudge a few minutes later, looking frantic and scared, like a spooked cat._

_“Nudge!” Max reached out and grabbed her. “Are you alright? Where’s Angel?”_

_Nudge started sobbing. “I couldn’t stop it, Max. They took her! It all happened so fast, I couldn’t–”_

_“Nudge, it’s okay,” Max said in a steady voice, calming her down. “We’ll get her back, but right now we have to get out of here.” Nudge nodded, shaking, and Max took her hand as they ran down the hallway, but they never made it out together._

_It seemed as if they sky was opening up and crashed down on them, severing their handhold. Piled of plaster and ceiling tile landed on Max’s back, frayed wires sparking and crackling as she slowly propped herself back up, dust raining down on her head. In front of her the hallway they had just come from was completely blocked, a small brown hand visible underneath it all._

_“Nudge!” Max shouted, struggling to clear all of the debris, but only managed to unearth Nudge’s head. “No, no no no.” She put her head in her lap, taking a pulse check with shaking fingers. “Wake up, sweetie,” Max sobbed, her tears flooding Nudge’s hair as she smoothed her cheeks with her thumbs. “Wake up. You can’t be gone, no…”_

_Another tremor shook the building, pieces of what used to be the second floor shifting and almost burying both of them completely. It shook Max out of her daze and let her extricate herself from the broken pieces of equipment. She took one last look at Nudge, lying there so cold, and ran._

_“Goodbye…”_

“Gah!” With a fierce, tribal yell Max landed a triple cyclone on the punching bag, breaking the chain hanging it from the ceiling, the bag flying towards the wall and splitting open, sand spilling everywhere. She fell to the ground, taking in air in big, heaving breaths.

 

_Max stood at the edge of the forest and looked back at the old School research facility. She looked back and watched her Flock burn._

\---

“Hey-oh,” Clint said, taking a seat at the breakfast table. “What’s on the menu?” He asked the collection of supers gathered around the kitchen.

“Eggs,” Ton said as he placed a glass of orange juice in front of Max, who just grunted in agreement into her scrambled egg bagel sandwich and chewed, reaching for her glass to take a swig of juice.

“Well you look particularly chipper this morning,” Steve ruffled her hair and she glared up at him. “Rough night?” He sat down with some toast and coffee.

“Nightmares,” Max replied through a mouthful of food, her eyes half-lidded with large circles underneath them.

“Don’t talk with your mouth full, Max. It’s impolite and downright disgusting.” Tony scolded and sat down with an egg sunny-side up.

“Yeah, sure,  _dad_ ,” She mocked him and showed him a mouthful of chewed up food. “I’ll get right on it.”

Tony snorted in haughty derision and crossed his arms, getting up to grab the salt and pepper.

Steve cleared his throat and took a bite of toast before speaking. “I have a surprise for you, Max.” He said with a small smile, catching her attention long enough.

“What?” she asked eagerly, hoping it was at least something interesting and food-related.

“Have you ever been on a patrol before?” He asked with a quirky smile.

An hour later, Max was suited up, taking orders from an interestingly attired Tony Stark, and beginning to wonder what she was getting into

“This costume’s itchy,” Max complained and tugged at the collar of the leather jumpsuit. “Can’t I just wear my normal clothes? Emphasis on  _normal_.” She shifted her weight, her foot sinking slightly on the carpeted lobby of the building.

“You’re lucky we’re the same size,” Natasha replied. “Otherwise you’d be stuck in one of Clint’s outfits, and I can tell you from experience, they’re worse.” She gave Max a look, who rolled her eyes in return.

“Superhero costumes don’t have to be this form-fitting, you know,” She replied. “I did the same crime-fighting deal in a stolen army jacket and some hand-me-down cargos for four years.” Besides, she felt almost naked in Tasha’s suit, like her boobs were on display for the entire world to see.

“Yeah, but we all look so pretty,” Tony said, clunking around in his Iron Man suit. “Okay, Barton, you’ve got Brooklyn, and Tasha, you’ve got the choice between east or west sides.”

“West all the way,” Natasha replied. “Stupid Spider-man has the east side all tangled up and I do  _not_ want to run into him again.”

“That leaves Cap and Max, who are going to take the underground system. Sewers, subway tunnels, you name it, check it all out,” Tony said, lowering the face panel of his suit, his voice coming in through the comms unit.

Steve glanced at Max and headed out the side door, pausing with right over the threshold and letting in a big gust of late autumn air. “Are you coming?” He asked her.

She hesitated, contemplating whether returning to battle would be a good decision or not, before nodding, pushing past him and into the open air.

\---

Max’s borrowed boot splashed into a puddle of dirty rainwater as she jumped off of the ladder and joined Cap in the abandoned network of subway tunnels. He had abandoned the shield today in favor of being lighter on his feet. Besides, none of the major threats were ever fought out on patrol.

“Okay, today, we’ll be going through the subway tunnels. Hopefully if you come on patrol tomorrow we’ll go through some of the sewers as well,” Cap explained to her. “The subway system is a favorite hangout of minor villains because of the occasional side channels and caverns that have openings to the surface. A lot of drug runners store their merchandise down here to keep it out of sight. We’ll start down in this direction,” Cap gestured to his left. “Got it?”

Max nodded and followed after him, keeping to the edges of the track and ducking the occasional train. It was easy for Max not to be spotted, since she was in all black, but they seriously need to get Steve a better costume. Red, white, and blue do not an inconspicuous costume make.

After around an hour of patrolling they had only come across a hobo, but he was pretty benign as hobos go, so they didn’t do anything about besides send him up topside and direct him towards a homeless shelter.

 _Gosh, we’re saints, aren’t we?_  Max praised herself as they chanced upon one of the caverns set close to the subway tracks. It was a large, square room with water and gas pipes exposed up near the ceiling. A ladder began halfway up one wall and leaded to a hole the surface that was partially blocked by a dumpster. A rat scurried by, sending a flyer that had wormed its way down the tracks up into the air.

“Wait,” Max grabbed on to Steve’s arm and stopped him from going any further. “I know this place…” She couldn’t put her finger on it, but it was awfully familiar.

“What?” Steve asked, his brow knitted together as he tried to decode her words.

“Oh!” The realization came to her. “It looks different without the people, but I  _have_  been here. I hid out with my family and some of the people who lived in the subway. I wonder where all the people went…”

Just then, a rumble shook the concrete they were standing on, too big to be an approaching train but too small to be an earthquake, and the metal grate on the wall opposite them flew off, hitting the high ceiling of the room. From the depths of the newly discovered tunnel a roar sounded and something began to slither towards them.

Steve took one look and Max and yelled, “ _Run_!”

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> “Mayday, mayday,” Steve spoke steadily and then took in two long, heaving breaths. “There is an unidentifiable threat in the eastern branch of the subway tunnels. Backup requested.”
> 
> -
> 
> “Uh,” a tinge of uncertainty clotted Max’s voice as she twisted around in a rull circle, scanning the walls. “Where did it go?”


	7. The Arathgor Effect

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> The words echoed in Max’s ears as she hit the punching bag again and again, trying to stop the memories from surfacing, each punch shattering the old words, the old feelings.
> 
> -
> 
> Steve cleared his throat and took a bite of toast before speaking. “I have a surprise for you, Max.” He said with a small smile, catching her attention long enough.
> 
> “What?” she asked eagerly.
> 
> “Have you ever been on a patrol before?” He asked with a quirky smile.
> 
> -
> 
> From the depths of the newly discovered tunnel a roar sounded and something began to slither towards them.
> 
> Steve took one look and Max and yelled, “Run!”

It was enormous, it just had to be. The slithering had come to almost a full roar as Steve braced Max against the wall with one of his arms, both of them unable to move partially due to fear freezing them in place and curiosity urging them to get a better look even though their instincts told them to run and never come back. But then, the monster finally showed.

It shot out with the speed of at least three well-fed horses, sliding to a stop in front of the duo with excess flesh blubbering out of the folds of its sickly pale peach skin. The length of it was seemingly endless, the tail still in the large metal vent, but the height of it was staggering. The top barely squiggled by in the subway tunnels, concrete scraping along its skin and making it bleed a strange black colour.

It seemed to be almost sniffing, which was reasonable, considering the fact that it didn’t have any eyes. But then it zeroed in on the two heroes and opened its mouth, which was a horror in its own right. Rows among rows of sharp, spike-like teeth clacked against each other as the gaping maw extended itself as much as it could before letting out a roar of near battle cry proportions, the air from the depths of the worm ruffling Max’s hair.

“Run!” Steve broke from the trance and grabbed Max’s hand, pulling her down the subway tunnel they just came through and taking refuge momentarily in a side alcove. The worm went into a frenzy trying to detect their scent and rocketed after them but they were faster, taking an alternate route from one of the main tunnel branches out into a smaller tunnel that the worm couldn’t fit through. Steve slumped against the curved wall of the tunnel and pressed the button on the side of his comms unit.

“Mayday, mayday,” he spoke steadily and then took in two heaving breaths. “There is an unidentifiable threat in the eastern branch of the subway tunnels. Backup requested.” He was greeted by silence and took advantage of the moment to tend to Max, who was curled up in a ball and staring at the wall opposite, her hands making the frantic motions they did when she first set foot in the helicarier.

“Max,” Steve knelt down, put one hand on her shoulder, and attempted to make eye contact. “Max!” He said more urgently, shaking her shoulder and managing to catch her eyes for a few seconds before losing them to another round of insanity. Meanwhile, the worm had found them and used its body to knock up against the mouth of the tunnel they were hiding in, chunks of concrete rolling towards Steve’s feet. “Jesus, Max, get your shit together!” That one sure woke her up, but not in time, because the worm was on the chase again.

“Aw, hell,” Steve swore and tugged her out of the fetal position and ran down towards the end of the tunnel which was, unfortunately, blocked by a grate. He swore again and tried to find a weakness at the ends of the metal bars, but found none and instead turned back to Max, who was still experiencing some sort of mental episode. “Okay,” He held her firmly by the shoulders as she looked at him. “We can get out of here, but you have to help me kick these bars out, can you do that for me?” She nodded shakily and took an unstable fighting stance as Steve counted down.

“One,” the rumble of the worm could be heard behind them as it chewed through more of the tunnel. “Two,” Steve glanced behind him, seeing the worm around a hundred feet away before yelling, “Three!” They both kicked at the bars, a few of them coming loose and allowing them to escape into the next passageway.

“Iron Man here. Come in, Captain America.” Tony’s voice crackled in over their comms and Steve breathed a sigh of relief as they dashed down an even narrower service access hallway.

“Captain America reporting and, uh,” Steve ducked a chunk of twisted metal pipe as it ricocheted off the gyrating teeth of the worm and was flung their way. “We have an unidentifiable threat in close proximity.”

“How close?” Clint appeared on the comms, apparently having a slow day on patrol.

“Right behind us,” Steve answered frankly as he picked tunnels to go down at random, hoping to lose the worm that had abandoned going down the existing passage ways and had taken to just chewing its way towards them.

“Harsh,” Clint sucked in some air. “But we’ll come get you. Got nothing better to do.” The shrug was almost tangible through the comms as Clint clicked off.

“Soon would be nice!” Steve replied as the wall next to the pair practically exploded and dust rained down on them before they could backtrack and take an alternate route.

“How’s the kid, Steve?” Tony asked as they bobbed and weaved trying to evade the worm.

“Incapacitated,” Steve replied shortly, his hand still in Max’s as she plaintively complained that she wasn’t a kid and could Tony stop calling her that. “Well, so she’s a bit more awake since there’s a  _giant worm_  chasing us.”

“We’ll be there soon. I’m about three blocks out, but I still have to find a way to get underground. Iron Man out.” A pop of static was Tony’s outro as Steve and Max were left to brave the worm monster for the foreseeable future.

Steve swore again as he saw a flash of peach to his left and backed up, only to hit the wall with Max’s back pressed up against it as well. He licked his lips, looking at Max for a second before frantically searching the surroundings for the monster. “You okay?” he asked her.

“No,” Max replied, gulping, as she tried to pinpoint the exact location of the worm, terror clearly evident in her eyes. “It’s – it’s like my brain shut down when that thing came out. I…I don’t think I’m cut out for kicking a giant mutant worm serpent’s ass.”

Steve chuckled as the worm circled them again, visible only through the holes in the walls. “If anything, you are  _perfectly_ cut out for kicking a giant mutant worm serpent’s ass.” That made Max laugh, at least until the rumbling stopped and the worm seemed to be nowhere in sight.

“Uh,” a tinge of uncertainty clotted Max’s voice. “Where did it go?”

No sooner had she said that then the worm burst through the wall directly in front of them, its teeth glinting menacingly off the fluorescent bulbs secured to the ceiling. It paused for a second, doing the same bizarre sniffing motion it had done when they first saw it, then reared its head back and roared at them again just as Tony in the Iron Man suit created his own path down to the tunnels.

“Tony to the rescue!” He said with all the heroicism of a thoroughly bored pre-med student. He was about to shoot one of his repulsor beams at the worm, but it had already disappeared through the hole it had created a few minutes earlier and most likely slithered back to its home in the vent it had come out of. “Well, that was surprisingly easy,” Tony touched down next to Steve and Max. “Do you think it’s because I’m so very pretty? I think it’s because I’m so very pretty.”

Steve rolled his eyes, resting his hands on his knees and smiled ever so slightly. “Sure you are, Tony. Sure you are…”

\---

A pile of files plopped down in front of Max, almost making her jump out of her not-so-cushy conference room egg chair. She glared at Fury as he made the rounds, putting a similar stack in front of each hero.

“The cause of the threat in question is Mika Arathgor of the Bellamy Institute,” Fury began, pacing in front of the assembled avengers with his hands behind his back.

“Sounds kind of fruity,” Max quipped with a wrinkled nose as she lazily picked up the top file and peered at the title emblazoned on the front, her shoulders slumped to accommodate the curve of the chair.

Fury cleared his throat and looked pointedly at Max before continuing. “He is a former doctor who experimented with mutations in certain species of animals. He is deceased now, but we unfortunately have had the pleasure of coming across one of his leftover crossbreeds that he released before dying of cancer. Our job is to track the crossbreed and defeat it, as it poses a possible threat to the citizens of New York if it is allowed to travel any further. Are we clear?”

The group nodded, all utterly bored out of their minds except for Banner, who hadn’t been on patrol today and was itching for new information.

“Good,” Fury replied. “Maximum, you are dismissed. Team, you must stay for a briefing on a new set of information.”

“Okay…” Max looked about suspiciously and gathered up her things and left, the rest of the team shrugging at her as they had no clue what was going on either. The door closed, clipping the heel of her boot on the way out.

Fury waited before Max was far enough away before he turned around and spoke to them. “Now Avengers, it’s time you learned something about our newest recruit…”

**Notes for the Chapter:**

> Next time on Wither Wings. 
> 
> "My life, my friends, my family, my…” Steve hesitated for a second, grief coloring his tone. “My love. They were all gone; they had lived their lives without me. They had died without me, yet I was still the same.”


	8. Because Wednesday Is Schwarma Day

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> Fury waited before Max was far enough away before he turned around and spoke to them. "Now Avengers, it's time you learned something about our newest recruit…"

Max was sitting on a wooden folding chair with her feet propped up on the railing of the balcony when the rest of the team got out of the meeting. She surveyed the skyline, popping a piece of gum that she had found in the pocket of her jeans when Banner came over to her and set his hand on her shoulder.

"I'm sorry," he said, looking down at her with a sad, sad smile. "I'm so very sorry, Max."

And in that touch, Max knew. She knew what Fury had said.

\---

" _You told them!_ " Max charged into Nick Fury's office, the door practically flying off of its hinges in her quest to get inside and strangle him, preferably with his own eyelashes. "Why?" She slid to a stop in front of Fury's desk, her face contorted into a mask of hate and rage.

Fury looked back at her unblinkingly and shuffled a stack of papers, setting them down on his desk lightly, like a bomb about to explode. If only he treated his operatives the same way… "They needed to know," he replied calmly, straightening the rest of the trinkets on his very trinket-less desktop as if Max's rage wasn't of any consequence.

"They needed to know, huh?" Max placed her hands widespread on the front edge of his desk, leaning in closer to his face, her own twisted into a sneer. "Was it one of your sick social experiments? 'Hey, let's tell the team that their new member is a scientific abomination,'" she harshly mimicked Fury's voice, staring down his one good eye. "'That'll get lots of laughs!'" She threw her hands up into the hair and let them fall down to her sides. "You had no right. That was for  _me_  to tell."

"Oh, I have no right?" Fury crossed his arms and leaned back in his chair. "I own you, Max, don't forget that."

"You own NOTHING!" Max screamed and focused her rage on the stacks of papers on his desk, pushing them all to the ground, throwing those that escaped into the air. "You," She stopped for a second and poked a finger at his chest, biting out her words, "Disgust me." She swiveled on her balls of her feet and marched out, making as much of a mess with the files strewn about the ground as she could. "And I hope you choke on your fucking paperwork, Fury!" She shouted as she left, not daring to look back.

Fury leaned into his chair even more, the springs bouncing him back and balancing his weight as he surveyed the damage, hands clasped and, very clearly, not amused.

\---

She had finally cooled down when she had taken too many turns than she could count. Headquarters was like a labyrinth to her and she couldn't bring herself to call for help, so she got frustrated all over again, covering her face with her hands and pulling at her hair, knocking up against the wall before she eventually collapsed on the floor. She used her palms as a buffer and screamed until her lungs were fit to burst, her hair flying everywhere and her spirit torn to pieces.

It was only seven minutes before Steve found her. Record time.

He sat on the opposite wall from her, one knee propping up his right arm, his back against the cool plaster. He waited, not making a sound until Max lifted her head and stared at him, her face streaked with tears and her eyes bleak.

"Come to give me more pity, have you?" She drew her knees closer to her chest, a hiccup erupting from her throat. "Don't worry," she wrapped her arms around her legs as if to ward off the chill that was ever present in the SHIELD HQ. "I've got enough to last me."

"No," He cocked his head to the side. "I just wanted to see how long it would take for you to notice me."

"Well," she hiccupped again, a thin line of snot running from her nose to her cupid's bow, which she quickly wiped away with the sleeve of her shirt. "I've noticed you, so what's up?" Her voice was thick, congested, like she had a particularly nasty cold or something. To Steve, she just looked tragic.

"It hits you like a wall, doesn't it?" He asked, his head hung so she couldn't see his face through the shadows. He talked in as light, conversational tone that hid hints of seriousness and weight. "The grief just slams into you like a hammer, and you don't know when it'll come."

Max stayed silent, but nodded. It had been happening to her more frequently, the black abyss coming for her at odd times of the day. It was the little things that reminded her of the Flock and just send her into a flurry of tears.

"Do you know what the date was this time last year?" Steve asked, taking the conversation down a strange turn and puzzling Max even further.

"December 3rd, 2011," she replied, her confusion momentarily lifting her from her own sadness and shame.

"For me it was 1942," he spoke softly, like a wizened old man, but couldn't bring himself to meet Max's eyes. "One minute the war was raging and I was about to end it. The next," he raised his hand as if he was about to make a point, but let it flop down instead. "I was here. My life, my friends, my family, my…" He hesitated for a second, grief coloring his tone. "My love. They were all gone; they had lived their lives without me. They had died without me, yet I was still the same."

"That's…terrible," Max struggled to find the words. "But why are you telling me this?"

"Because we understand each other, you and I. We're birds of a feather." He replied in a solemn tone, pointing to himself and then to Max. "And I wanted to tell you, coming from my perspective, that you shouldn't continue to work with the Avengers."

"What?" Max was shocked. She had expected him to be a promoter for her to join their team, not campaign against it. She unhooked her arms from around her legs and crossed them instead, leaning her hands on her knees. "Why?"

"It isn't the place for you, Max," He reasoned, finally making eye contact. "You still have the potential to do great things,  _wonderful_  things, things that everyone on the team couldn't even dream about. Being in the Avengers is like going into a dead-end job. Just not worth it. You'll be stuck doing the same things for the rest of your life or until you die in combat and that's not something you should do. I can't get out, I'm stuck in this forever, but you can. Go and live for yourself. You should get the word out there, advocate for other mutants like you, go to college, fall in love, get married even, but don't, please don't, join the Avengers." He looked deep inside her, his eyes so heartbreaking earnest, his words so heartfelt and honest. Max knew then that he really, truly cared for her, and that if she ever needed someone, she would have Steve.

He scooted over to her side and wrapped her up in a hug, his strong arms holding her emotions in, his left hand stroking her hair. "And I know it'll be hard, and I know you'll want to give in to Fury, but don't. You have to get away from this mess before it's too late. But first," He stood up and smiled, taking her hand and helping her up as well. "Let's go eat some lunch."

\---

"Why are we going here?" Max asked quizzically as Clint held the door of Bombay Donner Kebabs open for Natasha and the rest of the team as they filed in. Tony swung into one of the booths and Max followed suit, picking up the menu on the way.

"Because Wednesday is Schwarma Day," Tony said as if it was obvious, pushing his reading glasses back up his nose as he flipped through the different dishes available.

"But it's Thursday," Max replied, confused.

"Okay,  _Thursday_  is Schwarma Day," Tony retorted and gave her a withering look.

"What Tony means is that Schwarma Day is every day because it is so delicious," Clint clarified, his arm around Natasha as he lounged in the corner of the booth.

"It's fried meat products, what isn't delicious about that?" Banner shrugged his shoulders as Tony ordered for the table.

"A lot of things, Bruce," Natasha muttered as she handed the menu back to their waiter. Soon the table was silent again and Steve nudged Max, mouthing 'tell them' in a completely obvious way that attracted the attention of Tony.

"Tell us what?" Tony quirked an eyebrow and stared Max down.

She fidgeted uncomfortably before speaking. "Guys, I have something to tell you."

"We've gathered as much," Clint sipped his drink, the corners of his mouth curled in amusement. Max gave him the glare Tony had flung at her earlier with the additive of sticking her tongue out. But then, remembering the news she had to deliver, she sighed instead.

"I'm going to leave the Avengers."

The table recoiled except for Steve, who had previous knowledge anyway. Natasha was fine with it; she had no problems concerning Max and only felt indifference, whilst Clint was a bit sad. He liked the kid; she distracted Tony from getting all up in his business. Banner was sad as well, but he understood the need to not always be the hero, otherwise what was the use of running away to Calcutta? But Tony, Tony was devastated, even if he didn't show it.

"I think I'd like to be normal for a little while, and the Avengers Initiative just isn't helping with that," Max explained. "Plus, Fury's a total ass."

Clint chuckled. "Okay, Max, I think we can accept that. Besides, you weren't even formally inducted."

"What happens when you're formally inducted?" She asked.

"You get a t-shirt," Steve replied with a look that meant he really didn't know the significance of personalized team t-shirts.

"Yeah, I've been wearing mine for three weeks and no one has noticed it yet," Banner complained, propping his head up on his hand.

"That's because you always have it under that stupid purple shirt," Tony remarked, texting someone on his phone.

"Do not!" Bruce said indignantly.

"Do too," Tony said in sing-song.

Max stifled a laugh as she watched Tony and Banner argue, thinking maybe, just maybe, things might be okay for a while.

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> "Pepper Potts, CEO of Stark Industries," she shook Max's hand and give her a warm smile. "I trust you're acquainted with the Avengers?"


	9. Gyrating Like A V8 Engine

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> “I think I’d like to be normal for a little while, and the Avengers Initiative just isn’t helping with that,” Max explained. “Plus, Fury’s a total ass.”
> 
> -
> 
> Max stifled a laugh as she watched Tony and Banner argue, thinking maybe, just maybe, things might be okay for a while.

Like many times that Max had awoken that week it was with a bang, this one accompanied by giggles and a booming laugh as well as hushed whispers and an English accent. She sat straight up, the pillow flopping back onto the bed even though it was clenched in her left fist, the right side of her hair smushed just enough so that if gave her that bender look, and she grimaced.

_Bang._

“Shh, shh, no–”

_Clatter._

“We have to be quiet!”

“Oh, don’t even suggest that–”

_Giggle._

_Gasp._

_Boom._

And even when she launched herself up off of her bed and opened the door, sliding out into the hallway with her socks making her skid an extra two feet to the left, the grimace had still not left her face. But then again, Max was a grimace kind of girl, especially when she found a blonde Fabio that probably drank Jamba Juice intravenously nipping at the neck of a gorgeous brunette in the middle of what Max was beginning to consider  _her_  living room.

“Can  _anyone_  deign to let me have one day to sleep in?” Max spoke tersely to them. “Just one! That’s all I’m asking for! It’s not like I want a shit ton of money or some Ritalin Rat eyecandy,” she gestured to the pair as she continued to shout at the ceiling and down the length of the hallway, making sure to wake the occupants of the bedrooms. “I have not had a decent night’s sleep  _once_  since I met any of you people and for the first time in your rather cushy lives,” her voice became so outrageously loud she began to shout at the top of her lungs, her finger pointing to the sky. “YOU’RE NOT GOING TO SLEEP IN EITHER.” Max stared at the couple in front of her, eyes wide and nostrils flared as she huffed and puffed.

“I thought the heroes lived in HQ,” the brunette muttered to the blonde.

“We moved,” Max replied in a blunt, dead pan voice.

A door lazily swung open about a foot, a quite lethargic Banner resting heavily on the door knob as he wiped sleep from his eyes. He blinked and curiously peered at the people who had interrupted his beauty sleep that he so sorely needed. “Oh,” he said as if it was obvious. “So you’ve met Jane and Thor then, Max? Well, you had talked to Thor before, he made you cookies, remember?”

“Those were shit cookies,” Max fumed, still hung up on the fact that sleeping past 8 o’clock was a rarity in the hero life.

“Lovely,” Banner chose to ignore the situation and left with a click of his bedroom door lock much like a Galapagos tortoise retreating into his shell when the pesky young things on the island bothered him too much for him to really care at all.

But with the absence of Banner brought the presence of someone very different coming up the private elevator. The chime sounded as the doors open, a redhead with a tight bun and sharp glasses stepped out, clipboard in one hand, Smartphone in the other. Her heels clacked as she texted away, her teeth chewing at her glossed lips in concentration.

“Okay, Max, stop all your yelling,” A very tired and very oblivious Tony shuffled down the hallway, scratching his head as he tripped over his sweatpants. “Or I’ll have to put you in time out and you won’t like it in time out because it involves a lot of– Pepper!” His eyes grew wide as he stared past Max and at the redheaded woman tapping her toe in the foyer.

“Pepper?” Max’s eyebrows furrowed and she whipped her head around in time to see the odd exchange between Pepper and Tony.

“Pepper Potts, CEO of Stark Industries,” she stopped texting for a few seconds in order to shake Max’s hand and give her a warm smile. “I trust you’re acquainted with the Avengers?”

Max shot Jane and Thor a quick glare before answering Pepper. “A little too well, actually. But I thought Tony was the CEO of Stark Industries.”

Tony laughed, almost doubling over in hilarity and then stood up immediately and placed his arm on Pepper’s shoulder. “No, Pep is. I just own it and get to use all of the money Pepper earns for me.” He offered up a smarmy smile to Pepper who returned the favor by stepping a few paces away from him.

“Oh, hey Pepper,” Natasha closed the door to her room (well, actually Clint’s, but that was really beside the point) and hitched her purse up higher on her shoulder. “Ready to go?”

“Ready to go?” Tony perked up, trying to weasel his way into their conversation. “Ready to go _where_?”

“Nowhere, Tony,” Pepper patted his head in a patronizing manner with a warm smile. “But Jane can come, too, if she wants.”

“If it is nowhere you are going, take Max,” he put his hands on Max’s waist and pushed her up towards Pepper and Natasha, her feet almost sliding out from under her on the hardwood flooring.

“Oi! Hands off!” Max twisted out of his grasp, the sting of insomnia still present in her mind.

Natasha merely shrugged. “Sure, if it’s okay with Pepper, since we’re taking her car. Besides, Max did say she wanted to try out being normal for a few days.” Pepper and Tasha exchanged a look as Tony gave them puppy dog eyes.

“Go get dressed, Max,” Pepper replied eventually, turning towards the elevator. “And bring a coat.”

Max turned ever-so-slowly towards Tony, her eyes wide in outrage and anger. “What did you just do?” she asked through gritted teeth, her shoulders hunched up close to her neck with her fingers balled into fists at her sides.

“You’ll see,” Tony grinned in return.

\---

“Stop,” Max complained. “That tickles!” She jerked her foot out of the way of the pedicurist’s grasp who stared Max down and grabbed her foot, placing it firmly back on the towel-covered cushion rimming the spa chair.

“Well you have a lot of dead skin to clean up, so what do you expect?” the pedicurist muttered and continued to exfoliate the calluses out of Max’s gnarled feel and clip the ends of her broken yellow toenails. A princess she was not, especially when it came to foot hygiene; half the time she didn’t even have shoes.

“I didn’t expect to come here, that’s for sure,” Max relaxed and extended her foot, the other one still soaking in the swirling and bubbling hot water in the basin below. “Is this really what normal girls my age do?” she asked Natasha, not bringing herself to trust Jane or Pepper.

“Beats me,” Tasha answered as her left hand’s polished nails were placed underneath a UV light to harden. “I was about as normal as you were at sixteen.” She blew on her right hand, surveying the shiny red underneath the soft lighting of the Upper East Side nail salon and spa.

“I never had the money,” Jane answered with a shrug. “And it’s not like my dad ever got his nails painted either.” Her manicurist filed her left pinky into a nice, rounded edge.

“My mother used to,” Pepper answered as her toes were edged in white. “A few years ago I got Tony to, but he promised me to keep that a secret.” She wiggled her dry foot, pointing and flexing to determine if it was satisfactory, because anything less was just not good enough for Pepper Potts.

“Maybe we should have gotten you a manicure instead of a pedicure,” Natasha mused as Max wiggled in her seat, trying to get away from the pumice stone. The pedicurist pinched a spot near her Achilles heel to keep her still while she worked on the pads of her toes, but it must have triggered something because instead the poor nail technician was flat on the ground thanks to Max’s excellent kicking skills, blood spurting out of her nose like a fountain.

“Yeah,” Max winced, slowly bringing her foot back to the cushion. “A manicure would have been better.”

\---

And thirty minutes later, she was miraculously in the middle of Bergdorf’s, sipping a mocha caramel frap something that was way too frilly for her tastes even if she did like coffee, which she doesn’t. Snorting in derision, she dropped it in the nearest trashcan and collapsed on a down stuffed brocade fainting couch in the dressing rooms next to Jane’s oversized purse and Natasha’s previous purchases, which were plenty considering the fact that she had just been on a six month mission and apparently girls needed to shop on a regular basis. This, Max did not understand.

“So are we going to the Historia tonight?” Jane called out to Pepper and Tasha as she wiggled into a blue dress that she was pretty sure made her bum look big and was three inches too short.

“The same as every Friday,” Tasha replied, turning slightly to the left to see the rear view of a button-back sweater that she concluded was too fuzzy to begin with.

“And the Historia is…?” Max left the question open ended so one of the three girls could finish it as she picked at her nails that had, thankfully, gone unpolished.

“Lots of dancing, lots of booze, and lots of boys,” Jane exited the dressing room with the dress pressed to her chest. She turned around for Natasha to zip it up, but it was too small so she returned to dress out of it with a frown.

“Long story short, it’s a night club,” Pepper said, slinking out of her own stall in a shimmery gold dress as Tasha closed the door on hers. She fluffed her hair in the mirror, taking it down from the previously rigid bun. “We do a girls night around twice a month, sometimes once a week, and it always ends there. Who knows, we might even find a guy for you.”

“Me?” Max lifted an eyebrow and leaned back against the wall, taking full advantage of the comfortable seating space. “Are you sure that’s such a good idea?”

“No,” Natasha retorted sharply as she laced up a party dress of her own. “She’s Stark and the Cap’s newest pet project, and if we bring her back in less than one piece I’ll have some serious hell to pay.”

“They said you wanted to try out normal, right?” Jane asked Max as she flounced out in a draped sage green skirt and blouse with a grin. “Well what’s more normal than a night club? All the girls in the city go, and I’m sure they won’t object if we get her something to wear, right?”

Tasha shrugged and slipped out of the outfit, the rejected dress joining its brethren on the floor. “If Stark has my head on a golden platter I’ll just come after you two.” She made the universal ‘I’m watching you’ hand gesture to both Pepper and Jane before changing back into her regular clothes.

“And I’ve got just the perfect outfit,” Pepper gave Max the once over as her brain began to calculate the inventory in the store and what would fit her body type, and for the seventh time today Max was questioning her choice of letting Tony boss her into this in the first place.

\---

The club didn’t reek and Max expected it to reek, which was okay since it smelled of a mix of women’s perfume and dry martinis, so it was fairly classy compared against Max’s previous visualization of a club, which was pretty vague and hazy as she had never stepped foot into one before. But the three women had finally managed to wrangle Max into an outfit, so she had to give them kudos to that.

She was sporting a type of flowy top with teeny floral print in mint green and peach swirling along the grain whilst the shoulder section was dotted with brass spikes. That she liked; that Max liked a lot, especially since they had gotten her a bag to match with twice the amount of spikes in varying sizes. Oh, she was sure to lose a regular bag, but a clutch purse covered in pointy objects? She’d take that over a backpack any day. Who knew fashion could also double as a weapon? They had slicked on a coat of cranberry lipstick that she was pretty sure she had already gnawed most of it off to match her peachy-red imitation leather leggings. At least the things had pockets, and at least they didn’t make her wear heels or she would have to bat them over the head with them and/or stick a stiletto through their eyes. Instead, her own comfortable combat books adorned her feet, which suited her just fine even if she did get a few strange stares on the way in. But what’s a few bizarre stares between strangers? Max honestly could care less what they thought, she was more worried that she’d have to escape in this getup and the tightness of the pants made it harder by the minute.

Tasha and her leopard print jacket headed to the dance floor with Pepper’s sleek emerald green tap shorts and white pintuck chiffon blouse; two very delicious, and very free martinis courtesy of the men down the bar in their hands.

Max joined Jane at the bar, sitting on a stool next to her and swinging her legs aimlessly. Jane had chosen a cute outfit, definitely one Max thought Nudge would wear; a skater dress with lavender and black abstract polka dots and a sort of woven bodice that she couldn’t even begin to describe.

Trying to make conversation so she wouldn’t have to listen to the music, Max spoke up. “So I heard you and Thor are together. Where’s he been by the way?”

“Oh, just in Asgard,” she said dismissively. “He tries to balance his royal duties over there and his hero ones over here, but he usually only comes back for me,” she smiled a bit to herself before ordering a drink. The bartender shook it up for her, setting the glass lightly on a napkin.

“Oh,” Max nodded, squeezing her hands in between her knees and shrugging, feeling more out of place than ever. “He’s nice in a loud, boomy, commanding sort of way.”  _Snap out of it, Maximum_ , she scolded herself.  _Why are you being so…girly?_

“Yeah,” Jane sighed dreamily, cueing Max to either turn this conversation in an awkward direction, or to leave altogether, which she chose the latter.

“I’m going to go find Tasha,” Max hopped off the bar stool and headed towards the dance floor. “I’ll be right back.” Jane nodded and took a sip of her drink, going back to listening to the music and fantasizing about her now-absent boyfriend and his luscious mane of blonde hair.

But she never even found Tasha. The people were so packed together and she could barely fit through unless she wanted to gyrate like the mechanical schematics of a V8 engine, which scared her even more than being sucked into the blob of imitation metallic snakeskin and becoming part of that weird entity of people that just seemed to melt together. So she headed towards the bathrooms, hoping she’d have better luck there, with snippets of conversation crossing her ears.

_“Oh, so you’re a lawyer…”_

_“Thanks for the free–”_

_“Yeah, I love this so.–”_

_“Whoo!”_

Some giggles, a light touch to the arm, disco lights reflecting off bedazzled fingers. The sounds were clouding Max’s mind, the bright bursts of light and the bold colours waltzing across her vision; it was a heady mix of class and crass that made her stumble.

_“From beneath you it devours.”_

She froze, the mist in her mind clearing. It was the warning, the warning Nudge had given her about Arathgor’s crossbreeds. But, who had said it?  _What_  had said it? She turned on her heal, her vision honing in on the boy she was pretty sure hand spoken those words. But, he was normal now; all laughing and joking around with Wall Street clones. Max narrowed her eyes, studying him with her head cocked to the side.  

 _C’mon, buddy boy_ , she sent wavelengths his way.  _Do something, say something. I’m waiting_.

He caught her eye, but only for a second and in that second there was a flicker of recognition as he turned to leave the club. So she followed, weaving her way through the sparse crowd on the fringes of the dance floor.

The doors to the club opened, a woosh of frigid night air hitting her along with the sounds and the smells of the city. She ignored the long line of patrons waiting to get in at her left and looked to the right, seeing the back of the boy’s head going down a nearby alley way. Max took the steps down two at a time and practically ran after him.

She never even made it to the alley.

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> Max squinted at the figure, at a loss for words. "But you...you're dead."
> 
> Someone placed a hand on her shoulder. "He's not the only one."


	10. The Flock Whisperer

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> “If it is nowhere you are going, take Max,” Tony put his hands on Max’s waist and pushed her up towards Pepper and Natasha, her feet almost sliding out from under her on the hardwood flooring.
> 
> -
> 
> “And the Historia is…?”
> 
> “Lots of dancing, lots of booze, and lots of boys,”
> 
> -
> 
> Max took the steps down two at a time and practically ran after him.
> 
> She never even made it to the alley.

Tony Stark was currently not a very happy man, and when Tony Stark was unhappy, Tony Stark tended to go on a very Stark-like tirade.

“What the  _hell_  happened?”Stark clenched his jaw as Natasha carried Max’s limp form into the room and set her down on the sofa, bits of his face twitching as he struggled not to bite her head off like a pre-pubescent great white shark. “I told you to give her a taste of normalcy, not to get her knocked-up in an alleyway by a rapist!”

“Relax, Tony,” Natasha replied in her typical jaded voice, grabbing a blanket from the foot of the couch and spreading it over Max. “She didn’t get knocked up. We were at a club and she went out to get fresh air. I don’t know much past that, but she wasn’t robbed, she wasn’t kidnapped, so she’s fine.” Natasha glanced down at Max and tucked a piece of her hair behind her ear, smoothing down the blanket.

“Relax?” Tony threw his arms into the air in exasperation. “How can I do that when I have an adolescent bird kid passed out on my couch?”

“She’s a big girl, she can take it,” Tasha reasoned, standing up from her perch on the edge of the cushions. “Call me when she wakes up.” Natasha breezed past a sputtering Stark before disappearing into her bedroom.

“What’s the commotion?” Banner asked, popping his head out from the bathroom, a toothbrush dangling from the corner of his mouth.

“Max is unconscious again,” Tony sighed, rubbing his temples.

“She tends to do that a lot,” Bruce replied, spitting out the toothpaste and setting his brush on the corner of the porcelain counters.

“Yeah,” Tony scratched the back of his neck as Banner kneeled next to the sofa, checking her vital signs. “She’s a weird kid.”

“Hmm…” Bruce frowned, moving his fingers to the other side of her neck. “That’s strange.” He pulled out a light from his pocket and waved it in front of her closed eyelids. “There’s no head trauma.”

“No head trauma?” Tony echoed.

“It’s like she wasn’t even hit unconscious in the first place,” Bruce’s brow knitted together as he observed the planes of Max’s face further. “It would have appeared that she just fallen asleep in the middle of the sidewalk, but in Max’s mind she’s still awake.”

“If she had collapsed it could have been a remote brain wipe,” Ton pulled up a chair. “But who would have the tech to do that?”

“Someone who obviously has her DNA on hand,” Banner checked underneath her right eyelid, the pupil dilating, but that’s when all hell broke loose. Max’s body convulsed, her mouth spitting out groans and moans.

Banner and Ton flinched before Bruce pinned her arms to her sides, instructing Tony to do the same to her legs.

“It’s some type of seizure,” Banner struggled against her enhanced strength. “We’re just going to have to ride it out.”

Tony grimaced. “Let’s hope whatever happens isn’t permanent.”

\---

“Max!”

A small, fluffy projectile was launched into her arms and buried its head in her shoulder. Max stepped back in shock as the blonde head lifted to reveal Gazzy with a smile the size of the sun.

“We’ve been waiting for you to visit, Max!” He wriggled out of her arms and set his feet down on the floor.

She blinked, looking from right to left with only the snowy expanse of the white room from her meeting with Nudge greeting her, before looking back at Gazzy’s smiling innocent face.

“But,” she managed to stutter out, the hot prick of tears clouding her eyes. “You – you’re dead…”

“It’s okay, Max,” Gazzy wrapped his arms around her waist in a hug. “Nudge told us you wouldn’t understand.”

“Wait,” Max pushed Gazzy’s shoulders back enough so she could see his face. “ _Us_? Are the others here?

She stared into his eyes, her vision flickering between his saintly face and bright eyes to his last moments in that smoky security room.

_“Max, what’s happening?!”_

Gazzy laughed. “Of course there are others!” He was happy…too happy.

_“Iggy!”_

Gazzy’s terrified voice stabbed through her memory, the flames licking at the sides of the hallways rippling across the scene before her, the white room coming back like a holograph or wisps of steaming vapor.

“I’m here,” a hand landed on her shoulder and she twisted around, sensing danger in this seeming utopia. Iggy was the one behind her, his face blank, almost peaceful looking, but it was overlaid with his over wrought and petrified expression as the flames separated them back at the lab.

_“MAX.”_

“Is something wrong Max?” Iggy asked. His voice was strange, different,  _clean_  almost. Like someone had scrubbed it free of sarcastic indifference and replaced it with amicable monotony.

“This isn’t real,” Max attempted to stay strong, but her bottom tip was trembling. The only thing worse than her Flock being dead, was being teased by imposters. She backed up to the point where she could see both of them, slipping into a defensive stance as they came closer.

“But we  _are_  real, Max,” Gazzy and Iggy said in unison, an almost robotic tinge painting the edges of their voices.

“Shut UP!” She covered her ears as they continued to talk. “Shut up, shut up, shut up, shut up, shu–”

She gasped awake. No ghosts, no Gazzy, no Iggy, no nothing.

“Welcome back, Max,” Banner smiled weakly.

\---

Steve sat a cup of tea down in front of her and she wrinkled her nose, but he cocked an eyebrow and she immediately took a sip against her own instincts.

“What happened?” She asked, sitting down in front of her along with the other heroes, making her feel like she was on some sort of tribunal. Granted, Clint was half asleep, but it was a tribunal-ish she was ever going to get.

“What?” she asked innocently, taking another sip of tea with wide eyes.

“To your family, fledgling,” Thor answered. She was surprised to see him here, considering he had no concern in her well-being beforehand, but he was nonetheless a part of the Avengers, and so he was included in all of their meetings.

“Why would I tell you?” she got quippyer, more sarcastic with each sip of her tea. What did Steve even put in this thing?

“You were talking about them in your sleep,” Natasha gave her a pointed look. “Please tell us. We can’t help you if we don’t know what happened.”

Max rolled her eyes, as if it was all so silly, but took another sip of tea and, with shaky fingers, allowed it to slip back down onto the coffee table.

“We were going to infiltrate an old lab building. It was supposed to be abandoned, btu I couldn’t remember why we were even going there in the first place,” Max hiccupped, wiping the corners of her mouth with the end of her sleeve. “Isn’t that weird? It was the mission that got them killed and I can’t even remember what it was about.” She drew in a breath, playing with her fingers in her lap. “Anyway, Gazzy had hooked up all of the surveillance cameras to work again and I watched, acting as a backup. He was a genius, that boy. Him and Iggy. He was only eight, but he could make everyone pop up on the screens like that,” she snapped her fingers with a tiny smile.

“But then something went wrong. There was smoke and scientists pouring in from everywhere. I took Gazzy’s hand and we ran, all the way down the hallway until we found Iggy. Now Iggy, he was Gazzy’s best friend, a partner in crime. He was blind since he was little, but he could see better than the rest of us. He was supposed to be in a group with Fang but…but he told me Fang had d-died,” Max took in a huge sniffled, wiping at the tears that had fallen from the corners of her eyes. “Fang…He was my best friend. He was amazing. And…he was dead…” He voice broke on the last word, but she continued.

“Whitecoats had cornered us; we had no choice but to run and try to find the others, but the infrastructure of the building wasn’t very good and something had caused a spark to light. All of a sudden I was separated from the boys by a wall of flame. They told me to go on, to find Nudge and Angel, but I wasn’t quick enough,” She was handed a tissue by Natasha and blew her nose. “I could hear their screams as the whitecoats killed them.”

“Five minutes later I had found Nudge,” The tissue was crumpled in her left palm as she told the tale, clutching it every other minute or so. “She said that Angel was missing. Angel, my,” Max hiccupped. “My baby…She was only six years old and they  _murdered_  her. But Nudge and I had to keep going, we were the only ones left, until the ceiling collapsed.” Max drew a shuddering breath. “It was quick for her; her body was cold before I had even realized what had happened. Nudge was the last and then she was gone. Oh Nudge, you would have loved her,” she chuckled along with her sobbing, a nostalgic smile on her lips. “She was a talker. Talk, talk, talk, she could do it for hours, but then she was silenced. Forever.”

“So I had to get out,” Max picked up the mug of tea, her tears near dry. “I ran away and never went back.”

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> “It’s Christmas!” Steve said in awe, looking up at the city’s decorations.
> 
> “Yeah, I was never one for holidays,”
> 
> -
> 
> The ice broke, sending shards every which way and Max saw a figure slump next to her.
> 
> “Tony!”


	11. Kill It Before It Lays Eggs

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> “This isn’t real,” Max attempted to stay strong, but her bottom tip was trembling.
> 
> “But we are real, Max,” Gazzy and Iggy said in unison, an almost robotic tinge painting the edges of their voices.
> 
> “Shut UP!” She covered her ears as they continued to talk. “Shut up, shut up, shut up, shut up!”

A flake of fluffy, white, and most decidedly  _fake_  snow drifted down and settled on the nose of one Maximum Ride as she window-shopped in not a very convincing manner with Steve on a cold December day in downtown Manhattan.

 “Christmas…” Steve breathed out in awe, making a full circle underneath the twinkling lights and soap-spewing music horn of the latest department store that was playing track three of twenty nine, a tinny version of ‘Jingle Bell Rock’

Max just rolled her eyes and pawed at her nose with mitten-clad hands. “Whatever you say, Cap. Let’s just get the groceries and zoom out of here.”

“What?” Steve stopped mid-step, his over coat swishing about his legs. “You don’t like Christmas?”

Max shrugged. “I’ve never been one for the holidays, considering the fact that I’ve  _never celebrated them_.” She raised an eyebrow as Steve’s expression of utter horror before bursting out laughing.

“Never celebrated the holidays?” Steve paused for one second before grabbing her hand and pulling her down the street. “Then we have a lot of decorating to do!”

\---

“Graah!” Thor did a practice swing to the left with both of his arms out straight, his fingers wrapped around Mjölnir’s handle. “Ngyaaah!” he grunted, pulling the hammer over his head in an arc.

“Shblaah!” Another swing.

“Agraaah!” Another.

“Mra – Oh hello Steven,” Thor stopped mid-swing as the elevator doors opened, setting Mjolnir down on the carpet. “Maximum.”

“Thor,” Max gritted her teeth as she struggled to pull the abnormally large Christmas tree through the silver elevator doors.

“Ah, I always thought this living space required a bit of shrubbery,” Thor watched Max grapple with the breadth of the branches. “Did son of Howard finally give in to my requests?”

“Haha, no,” Steve chuckled, two bags of ornaments clinking together in his left hand, a box of silver tinsel in his right. “It’s Christmas.”

Max put the tree up in the corner of the room next to the balcony, showering herself with pine needles. “It’s a religious thing.” She snorted like a horse, shaking the needles out of her hair and brushing them off of her jacket.

Steve set the ornaments and tinsel down on the coffee table and took his leather gloves off. “Hey Thor,” he looked from Mjölnir as it lay on the floor to the burly blonde godling. “What were you doing when we came in?”

“Oh, Clinton was helping me find what I believe is called a ‘signature tennis grunt.’” Thor flashed a grin and picked up Mjölnir, demonstrating one of the different tennis grunts that he was trying out earlier. “He told me that it was essential to Midgardian warriors, so when he left I continued to practice.”

Steve looked at Max, Max looked at Steve, and they both burst out laughing.

“Don’t take advice from Barton anymore.” Max ripped open the cardboard box of the tree skirt and smiled at Thor who had a trite expression on his face before picking up Mjölnir and exiting the room. She held the tree skirt up like an alien contraption, rotating it to observe it from all sides. “Help,” she said simply. “This strange thing that you brought makes no sense in my culturally deprived mind.”

“Oh,” Steve lit up when he saw it. “That’s a tree skirt,” he took it from Max and set it down at the base of the fir, the pure white fabric making a perfect circle around the trunk. “You put it at the bottom of the tree to catch the pine needles that fall,” Steve smoothed it out before standing back up. “My mother used to make ours out of red velvet before I left for the army.” He said it so nonchalantly, inspecting ornaments and setting them down on the coffee table, just whipping out his dead mother like it was nothing.

“Does it get easier? Talking about them, I mean.” Max crossed her legs on the carpet and helped to unpack the glass balls and rocking horses.

“With time,” Steve blew some Styrofoam pieces off of a crystal Santa and put it in line with the others. “It helps when you remember something happy, like Christmas.”

Max sighed, pulling her sweater over her hands to polish a bright red ball. “Nudge always wanted a Christmas, but we were always in the wrong place. Caves, dumpsters, a psychopathic scientific genetic research facility.”

“See,” Steve smiled. “You’re doing it already. Tell me more.”

“Well” Max pulled the end of a tree branch through the loop of an ornament and positioned it carefully before answering. “She liked pink. A lot of it. She would always steal the frilliest jackets, the most silly looking shoes. Every time Fang and I would–” She stopped abruptly and paused, her hands freezing mid-decoration. “N-never mind.” She abandoned the ornaments and picked up a handful of tinsel, trying to wrap it around a section of the tree.  
  
“No, no…I want to hear it.” Steve said softly, untangling the piece of tinsel that Max was holding.

Max took a breath and let it out slowly before speaking. “They liked to dress me up, her and Angel. Nudge was the real enthusiast, she loved fashion to death. Whenever Fang would ask to go out somewhere, Nudge would take hours picking out my outfit and everything. I hated it,” She resumed ornament hanging, her legs crossed underneath her on the carpet. “I shouldn’t have.”

“And who was Fang again?” Steve asked off-handedly as he rearranged some branches.

“Enough of this sappy, sad crap,” Max said. “Can you help me figure out what the heck I’m supposed to do with this tinsel?”

\---

Natasha jumped down from the ladder next to the tree and joined the pool of Christmas decorators at its base. As the day wore on, the tenants of Avengers Tower all eventually joined in on the effort and thus before them stood a tree that looked to be decorated by a group of people that had obviously not celebrated Christmas in a very long time.

“I like it,” Tasha said, head cocked to the right.

“It sure is…interesting,” Banner added, the entire group of heroes mimicking Natasha as they peered at the tree with a critical eye.

“The angel statue is creeping me out,” Max said in a matter-of-fact tone.

“Its eyes seem to follow me wherever I go,” Clint took two slow steps to the left, squinting at the tree topper.

Tony walked in from the staircase, the door slamming closed behind him. “Eugh!” He froze mid-step and flinched, pulling a face at the angel. “Kill it before it lays eggs.”

He walked back towards the elevator and picked up his and Max’s coats from the closet. Throwing Max’s coat to her, Tony pushed the down button on the elevator. “Get your shoes on, kid. We’re going somewhere.”

“But I was going to whup Thor’s ass in cookie baking,” Max replied, irritated, as she plucked her coat from the air.

“I completely guarantee that where we’re going is ten times better than Thor’s mediocre baking skills,” Tony wrapped a grey-blue scarf around his neck and puffed the collar of the black wool great coat.

“And where might that be?” Max shrugged on the hand-me-down pea coat and shoved her feet into a worn pair of Chuck Taylors.

The elevator doors opened and Tony stepped inside with a roguish grin. “Ice skating.”

\---

It was Rockefeller Plaza, she just knew it. It wasn’t like she was psychic or anything, everyone knew the place, birdkid or not. The sheet of ice spread out before her, a bright, blinding white nicked here and there by tiny skaters twirling on the frigid surface.

“Here you go,” Tony handed her a pair of white skates that Max was pretty sure he hadn’t rented from the kiosk in the south corner.

“You bought me new skates?” she asked doubtfully.

“And make you were communal? No way, that’s how losers do things and we, for one, are  _not_  losers.” Tony tightened his laces with a  _thwack_.

Max shrugged and took the skates, loosened them, and slipped her foot inside, her street shoes lying within a canvas tote bag. They were slightly too tight, but she didn’t mind.

Minutes later they were on the ice. Now taking into account that Max had never ice skated before in her life and didn’t have particularly excellent balance in the first place, her first incredibly death-defying trick was to fall flat on her face.

“Ice skating sucks,” she said as she pushed herself up onto her knees and scraped ice shavings from her face with a pair of woolen gloves.

“Up you go,” Ton grabbed her elbow and heaved Max back up into a standing position. “Don’t knock it till you try it,” he wagged a finger at her and pulled her out of the path or other skaters. “Unless it involves hair bands and large amounts of banana whipped cream, that’s how I got my first tattoo and believe it or not, Billy Idol’s face does not age well. Okay, so put your right skate in front of your left one.” Tony glided right next to her as she stumbled her way one lap around the rink.

“Woah!” Max took a tumble onto the ice. She laid there for several seconds before getting back up. “I think the ice likes me too much.”

“Just dig the toe of the blade down,” Ton said, demonstrating. Max gave him a skeptical look but tried it anyway, the ice crunching underneath the skate as she slid forwards, successfully coming to a stop.

“I did it!” she jumped up and down in glee. “Take that, ice skating, I  _own_  your ass!” She jumped one more time before slipping and falling on her butt with a small shriek.

Tony laughed, holding his stomach as he gasped for breath. “Your face…” He managed to say.

Max glared at him and crossed her arms, gathering her legs underneath her and began to stand up when a large crack sounded across the rink.

“Shit.” They swore in unison and exchanged a glance that said one thing.

 _Run_.

They sprinted towards the edge of the rink, but not fast enough. The ice cracked; a loud, side-splitting sound that rippled through the ground like earthquake tremors and threw Max and Tony off their feet. An even louder crack split the air as something enormous rocketed up from the middle of the rink, spraying large shards of ice in several directions.

Max ducked down, covering her head with her hands as she heard ice fall around her. A moan of pain followed and she jumped up to see Tony pinned underneath a particularly large shard, his left leg at an unnatural angle.

“Tony!” Max grabbed the edges of the ice, shoving it off of him with minimal effort and flinging it against the plastic siding of the rink’s edge.

Tony hissed in pain and clutched his leg at the knee where it was twisted. “Shit,” he swore again. “What was that thing?”

Max turned back to the jagged hole in the ice to see it emerge with a roar. It was the worm serpent mutant monster from the sewer tunnels. “That’s just peachy,” Max grumbled as she lifted Tony up. “But first things first, we have to get you out of here.”

“Uh, yeah, not happening,” Tony said as his leg bucked out from underneath him. The worm let out a roar as it began to slither towards screaming figures that were fighting to get off the ice. He pulled himself to the edge of the rink. “Go.”

“What? I can’t leave you here!” Max looked frantically from the looming monster to Tony’s broken leg.

“I can defend myself,” He mimed shooting a gun with his left hand. “Go save the world.”

Tony’s words echoed in her ears. They were so familiar. Did her destiny as world savior still apply even if she didn’t have her Flock? And if it did, what could she do about it? She didn’t bother mulling over it but sat down and took one of her skates off along with her jacket and cut two long, parallel slashed down the back.

“What’s that for?” Tony asked.

“Well, if I’m going to fight this thing,” Max said with a crooked grin. “I might as well do it flying.”

Ton grinned back as Max slipped the newly-tattered shirts back on and took a running start, leaping into the air and shooting her wings out in all of their majestic glory.

“Hey!” She shouted to the worm over the roar of the winter wind. “Hey you!” She managed to get its attention and it thrashed its head towards her in response, rearing up. Max flew around it, pulling it away from the civilians below. “What are you doing ice skating without any skates?”

It let out a grunt of some sort that was probably funnier inside its head rather than out and lunged towards Max, who easily dodged the attack.

“That the best you can do?” Max shouted her arms open. “ _Come at me bro!_ ”

The worm took the taunt and launched another attack, but Max was busy launching her own. She ducked underneath the head and landed a few punches, but those proved ineffective due to the worm’s large size, but she still had the skates on her feet, so each kick packed an extra punch. It was like stabbing the ling over and over again. The white leather quickly became black with blood.

 The creature howled in irritation and tried to shake her off. Max was flung outwards but caught herself, her wings buffeting the air like helicopter propellers. She shot straight as an arrow back towards the worm, attacking it from a different angle, the mouth.

At first, she tried to find a pair of eyes but she was startled to find none, just a gaping maw that she couldn’t see the end of, but had to constantly dodge. One of the worm’s teeth snagged on her shirt and she was pulled back, dangling over its gullet. It bit into her back and she gasped, black spots popping in front of her eyes as hot blood flowed down her back.

Max twisted around, the tooth digging in deeper. She used her hands to claw at the gums surrounding it and uprooted it from the worm’s mouth, allowing her to be free but with the cost of one worm tooth embedded into her back.

She flew around it again, landing a few slashes on its head and around its mouth before digging her heel and the blade of the skate deeply into the spot above where its mouth opened, creating a huge gash. The creature wailed as Max grunted and pushed further, almost her entire leg going in before she hit the skull. The sensation was strange, the flesh of the worm as slippery as an oil slick, and her leg slid out with ease as the worm disappeared back down into the hole it burst forth from with a whimpering cry.

But she knew it wasn’t dead. Not yet, anyway.

\---

The door to the lab burst open and Banner was startled off his stool and dropped the beaker he was working with. Max came in, her wings slightly extended and a somewhat unconscious Tony in her arms. She hurried towards the lab table and set Tony down.

Banner stood up from the floor in shock. “Uh, may I ask what happened?”

Max shook her head. “I’d rather you didn’t. But Tony has a broken leg. I’m fine.”

Banner looked her over once and raised an eyebrow. “Is that why you’re exposing your wings? Because you’re ‘fine’?”

Max was guarded and spoke tersely. “It’s only a scratch, but that doesn’t matter.”

“Oh really?” Banner chuckled and shook his head as ripped off the leg of Tony’s pants and set the break. “What does?”

Her lips were set in a stern line as she placed both hands on the edge of the table. “I’m back in the fight.”

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
> “We’re going to need a battle plan,” Max spread the map of the sewer tunnels over the conference table. “We need to back it into a corner before we do anything else.”
> 
> “And then what?”
> 
> “We kill it.”


	12. Of Flashbacks and Fairytales

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
>  
> 
> "I can defend myself," He mimed shooting a gun with his left hand. "Go save the world."
> 
>  
> 
> Tony's words echoed in her ears. They were so familiar. Did her destiny as world savior still apply even if she didn't have her Flock? And if it did, what could she do about it?

Max crept towards the edge of the roof, wind blowing through her hair and breaking on the skyscraper in the distance behind her. It was cold, but she didn’t mind. Directly across from her was a building of a similar height, Hawkeye keeping watch from a stack of wooden crates near the southeast corner of the roof. The two made eye contact, Max signalling to him, but Clint told her to wait. Be patient and good things will come.

“What?” Banner asked, astonished. “You can’t go back in again.”

Max threw her coat down on the stool-like lab chair to her right, shrugging off her sweater to reveal a tank top underneath. “Why not?”

“For one, you have a serpent's tooth in your back,” Banner said.

“Flesh wound,” Max said dismissively, grabbing at a pair of scissors and offering them to Bruce with a smile, then turning around and pointing at her back. 

Banner rolled his eyes and cut away the racerback section of the tank top to reveal a slightly (and by slightly, I mean completely) bloody patch of skin between her left and right shoulder blades. “We can go back to the med lab, you know-”

“No time,” Max interrupted him.

“So what do you expect me to do?” Banner asked.

“Just do your best.”

Wind ripped through her clothes a second time, the light yet tight SHIELD issue jacket not doing much against the chill, her fingers becoming nearly immobile. She picked up a pair of leather gloves that she had discarded earlier on the rooftop and slipped them over her fingers, hoping to regain circulation. Hawkeye was feeling the strain as well, his toes clenching and unclenching within his boot. They both tensed when they heard a soft thump coming from the street below. 

Something in the sewers had moved. 

Their faces weren’t as astonished as they should have been when Max wheeled Tony into the commons room, a cast on his left leg that was soon to be filled with the absent-minded doodles of Steve Rogers.

“What’d you do this time, Stark?” Clint asked as he repaired the string on his tactical compound bow in front of the glow of the midday Christmas specials with a mink oil rag and a package of Cheetos.

“You say that as if I get into these types of accidents all the time,” Stark wheeled himself onto the carpet.

“But you do,” Natasha said as she acquisitioned the remote and flipped channels with a lazy indifference.

“That’s besides the point,” Tony replied. “You’re needed in the conference room.”

Clint, and Natasha stood up with the lethargy of workers that have tired of the business affairs of their profession, slowly pulling on shoes and trudging towards the elevator that would zoom them towards the stuffy and rather uncomfortable conference room.

“What’s going on this time?” Natasha asked as Max pushed the button for floor 27.

“We’re drafting battle plans.”

They sprung into action. 

Max coasted down to street-level with her wings catching the occasional thermal and setting her down softly. Barton vaulted himself over and crouched besides her. The manner in which he descended from the roof was lost on Max. The hawk works in mysterious ways. 

Max crouched down with a crowbar in hand, using the metal outer rim of the manhole cover as a levy to open up the pathway to the sewers below. She slipped the crowbar back inside her slender Kevlar pack and threw the manhole cover like a Frisbee towards the edge of the street. It clanged against a squadron of abandoned trash cans before skittering to a stop against a brick wall. 

She leapt into the dark tunnel and landed at the bottom in a crouch, her bones vibrating as they hit the concrete and metal alloy pipes. She moved out of the way as Clint came down the ladder. Max pulled out a flashlight and a map from her pocket and switched the light on to survey the route that they had mapped out in thick felt-tip marker. The beam of light centered on a conjunction of tunnels that was only a short ways away from here and they started off in that direction.

“Here is a map of the New York City subway systems,” Max rolled out a large map with detailed twists and turns of the train routes labeled underneath a real schematic of the city. “This is a map of the sewer systems,” she rolled out another map on top of the other, but this one was transparent with thin lines criss-crossing the underneath the buildings. “And this,” she grabbed a marker with a wide diameter and circled two spots on the map. “Is where the worm has been sighted.”

Banner, Thor, Natasha, Clint, Steve, and Tony all leaned in on the glass table to see the spaces that she circled.

“Those are both major hubs of water pipe activity,” Banner adjusted his glasses as he peered down at the map. “Whatever this thing is, it needs water.” 

“Exactly,” Max said with a self-satisfied smile. “Which is why we’re going to fight it with fire.”

“That was my idea, thank you very much,” Tony wheeled in front of her with a stabbing glare. “Since I’m down, but definitely not out, for the count for the moment, I have taken the liberty of dredging up some old weapons I had stashed in the basement. All fire weapons, of course.”

“I suggested fireworks, but Tony said no,” Max said begrudgingly.

“We must have some finesse,” Tony explained as distributed a few choice weapons to the heroes.

“So what’s this master plan?” Clint asked as he did tricks with the lightning rod he was handed, deftly flipping it behind his back and catching it.

“We need to back it into a corner here,” Max pointed at a conjunction of tunnels that ran into a dead end. 

“And then what?” asked Steve.

“We kill it.”

The coms unit clicked on and Max could hear Thor’s voice at the end of the line. “In position,” he said. Banner, Steve, and Natasha all replied with the same thing.

Clint held down the earpiece and replied, “Worm’s location unknown, but on the move. Operation Shepherd is go.”

Max tried not to wrinkle her nose at the name they had assigned to the mission. Of course, they did happen to be wrangling the worm towards that corridor, but couldn’t it have a cooler name like Operation Cobra or something?

Everyone clicked off of the coms as Clint and Max continued down the sewer tunnel. They figured that the worm went this way judging by the noise they had heard earlier. they paused at a fork in the tunnels, Max swinging her flashlight down both before consulting her map and taking the left one. The sound of their footfall mingled with the faint roar of the cars above as they proceeded further into the tunnels. Before long they had reached the junction where they were supposed to have cornered the worm.

“Widow, can you give us a 10-4 on the target?” Clint tapped the coms as he awaited an answer.

“Negative. I do not have a visual,” replied the Widow’s prim and proper voice. “The target is not in this sector.”

Max and Clint exchanged a glance, deciding to continue on, but were stopped by an explosion of concrete in front of them that flattened the heroes to the sides of the corridor. Max groaned, shaking dust and stones from her clothes before rushing over to help Clint. He was knocked unconscious in the chaos by a large piece of pipe. She glanced over his inert form to make sure he wasn't dead or dying before taking off after the retreating pink wriggly back end of the worm.

“Target south-bound from original ambush point,” she reported as her legs pounded the pavement. “Beware the large hole and unconscious hawk nearby. Clint’s sleeping on the job.”

Noises of confirmation filled her earpiece as Max swerved over a broken piece of metal sheeting and jumped down a set of utility access stairs. it was all in vain, however, as the worm soon disappeared down the tunnel from whence it came. The original subway grate that it burst through those weeks ago when she was out on patrol with Steve.

“Where’s the target?” Steve asked, the sound of him running and laboured breathing forming a steady background beat.

“Disappeared down the grate,” Max answered, fumbling for her flashlight. “I’m going in after it.”

“Maximum,” Thor said over the earpiece. “I advise you to wait for reinforcements.”

“I’m so close. I can’t let this opportunity slip away,” she shrugged off the SHIELD jacked and shouldered her pack. “See you guys when I’m done.”

“No, Max-” Steve protested before the com went dead. “Shit.”

 

\---

 

The tunnel was not as bad as Max had expected. She was thinking along the lines of the carcasses and broken bones of past victims, maybe some tastefully decorated sconces to light the way to her doom. But no, instead it was just a tunnel of the non-lethal variety.

The flashlight left much to be desired, as it barely lit up anything at all, but that didn’t trouble Max as much as it should have. She was more worried about the rumbling. It had started a few paces back as a low-level jacuzzi sort of thing and was increasing to a steady hum. A prick of light appeared at the end of the blackened concrete, the buzz growing louder until it became a full-fledged Tesla coil type deal. Max approached with caution, flicking the flashlight off and setting it on the ground by the tunnel opening.

Yet again, the super-secret underground lab was sub-par. It was the exact opposite of par. In fact, it was empty except for an electric wheelchair that contained a man who looked very sick and very close to death.

“Hello Maximum,” he said with a smile, his cracked and yellowing teeth settling in his mouth like the pieces of an askew Jenga game.

Max widened her feet into a battle stance, her eyes narrowing in suspicion. “Mika Arathgor.”

**Notes for the Chapter:**

> Next time on Wither Wings.
> 
>  
> 
> "What's the worm for, Mika?"
> 
> "Oh, you haven't realized it yet?" Arathgor asked with a flourish. "When you do, it will break your heart."


	13. Chapter 13

**Notes for the Chapter:**

> Last time on Wither Wings.
> 
> Max widened her feet into a battle stance, her eyes narrowing in suspicion. “Mika Arathgor.”

“Ah, so you recognize me,” Arathgor said, almost praising himself. “I didn’t think you would. SHIELD has briefed you well.”  
  
“How are you still alive?” Max asked, starting with the obvious question, side stepping  slowly with a knife drawn and elbow cocked back in case anyone tried to attack her from behind.  
  
“Don’t you worry about that, my dear,” Arathgor settled into his wheelchair. His legs were obviously operable as he crossed them like an expert sass master, so it must have been a problem with his hips or torso that caused the wheelchair. Either way, terminal cancer or not, he should have died of old age by now.  
  
“It’s my job to worry,” Max said.  
  
“Yes, yes,” he said, almost to himself, as if he was remembering something. “You’ve allied with the Avengers now, haven’t you? They’re a nice little team. It will be of great loss to the world when they’re found dead.” The whites of his eyes glinted off of the fluorescent lighting as he rubbed his thumb on his pants, unsmiling.  
  
“Is that your plan?” Max began circling around towards him, deliberating getting close enough to kill him and staying far enough away so he doesn’t kill her. “To kill the Avengers?”  
  
“Oh no,” Arathgor said. “They’re merely a wonderful consequence to what I do plan on doing.”  
  
“And that is?” Max thought she might as well try and ask, even if he wouldn’t give her the answer.  
  
“Why would I tell you?” The serpent worm slithered up from the back of the underground cavern and stopped next to Arathgor. He patted it on its side. “Surprises are much more satisfying.”  
  
“What is that thing, Arathgor?” Max edges a few paces back. “What did you create?”  
  
“Oh, you don’t know?” He looked genuinely astonished and then stroked the side of the worm with a thoroughly disgusting fondness. “When you do it will break your heart...” He sighed, taking one last look at the serpent worm and commanding with an air of nonchalance, “Well, question time is over. Attack.”  
  
The worm shot out, it’s gaping maw wide open, and headed straight for Max. She ducked behind a pillar and the serpent hit the far wall, clouds of dust obscuring where it began and ended.  
  
“Don’t do this, Arathgor!” Max shouted as the worm took another shot at her. She swiveled away, just barely missing it. “We can work something out!”  
  
“No,” Arathgor said bitterly like an old miser, his whimsical manner quickly turning for the worst. “There is no other way.”  
  
Max ducked and dodged, the colour of peaches and cream swirling around her and coating her vision with a mirage of dust. “Yes there is!” Max coughed and beat at the air with her wings, trying to clear enough space to see by. “We can help you! You can use your intelligence to _save_  people!”  
  
“ _Don’t you dare say that!_ ” Arathgor roared. “I will never help people like you who made me the way I am! NEVER.”   
  
Max saw that it was a lost cause and that what had turned into a delegation mission was taking a 180 degree nosedive. She glanced about for the exit and could see the vague outline of the tunnel entrance that she had come through before. Her wings beat the air, her feet hovering a few yards above the ground before touching down. The worm blocked most of the entrance, but there was a small space that if she hit it at just the right angle and just the right speed, she’d come out of this scott free.  
  
Max readied herself, getting into an easy takeoff stance, and flew up in a circle to gain enough speed like a pitcher winding up a baseball, then tucked her wings in, shooting straight for the small gap between the stone and the worm.  The wind whistled past her ears, the air tugging at the loose pieces of her jacket and ruffling her feathers.   
  
She almost made it.  
  
Her torso had gotten through the gap just as the worm decided to move and her kneecaps glanced off of it’s spine, sending her into a tailspin against the far side of the wall of the tunnel. She saw a flash of white light as she hit the metal and sank to the ground.

\---

“You’re a very special boy, Alistair.”  
  
Max blinked, her eyes unaccustomed to the brightness, and took a look around. She was in a well-lit pediatric office. Pictures of ducks in a row marched along the walls, a section of foam building blocks were stacked in one corner of the room. Sunlight streamed in through a large eight-pane window, a green birch tree with a bird’s nest in it silhouetted in the afternoon rays. A light blue curtain was held back by a thin length of white cord. A small boy sat on the cushioned examination table and wiped the sleep out of his eyes with his hands, obviously not paying very much attention to whatever the balding doctor opposite him was talking about.  
  
“I am?” The boy answered absentmindedly as if he was distracted.  
  
“Yes,” the doctor got down on his knees so that he was at eye level with the boy. “You are so very special, Alistair, the last of your kind.” The doctor stood. “Which is why we have to run a few more tests.”  
  
“Can’t I just go home?” Alistair whined.  
  
“No, no, no,” The doctor admonished. “You must never think like that. If you do, it will ruin everything we have worked towards. You know how important this is, don’t you?”  
  
Alistair nodded reluctantly, not meeting the doctor’s eyes.  
  
“Good boy,” The doctor patted Alistair’s shoulders, pushing him off of the table. “Run along now. We’ll call for you when we’re ready.” He guided the young boy out of the office and closed the door behind him. Only then did the doctor turn to face Max, even if he couldn’t see her, and she recognized the face immediately, even if it was a bit younger.  
  
The doctor was Mika Arathgor. Albeit younger, healthier, and less cancer-ridden.  
  
He sat down at a desk and opened up a file. Max walked up and peered over his shoulder to see what he was looking at. She waggled her fingers in front of his nose. No reaction. She was as good as a ghost in here.   
  
The computer was old, made of dark grey plastic with a Windows XP operating system that was born before dinosaurs walked the Earth, and the file he opened was arranged in an archaic patient examination file format. The name caught her eye. Alistair, same as the young boy. Arathgor scrolled down to the notes section and began typing in observations from today.  
  
THE SUBJECT’S VITALS SEEMED PROGRESSING AS PER NORMAL TODAY, WHICH MAY SET THE INJECTION OF THE VACCINE BACK A FEW DAYS. THE SUBJECT ALSO EXHIBITED A WANT TO RETURN HOME AND...  
  
Max stopped reading because another piece of information flashed in her mind’s eye. The title of the file at the top of the screen was Project Wurm.   
  
Wurm.  
  
 _Worm._

\---

She gasped, the bright white light folding her in on herself like a clap of thunder. Almost instantly she was back in the endless white room from her dreams, except instead of Gazzy and Iggy or Nudge in front of her it was the little boy named Alistair.  
  
“Took you long enough,” he grumbled.  
  
“Hey,” Max retorted, narrowing her eyes at him and crossing her arms. “You don’t have to be so snippy about it. How was I supposed to know that a little boy like you mutated into something like,” she didn't have anything to gesture to and instead threw one arm up into the air, “that?”  
  
“I thought you were going to be smart,” he said. “They told me you were going to be smart. That you could help me.”  
  
“Wait,” Max leaned forward. “They who?”  
  
“Can you help me?” Alistair was skeptical.  
  
“Depends. What do you need help with?” Max said, a bit miffed that he hadn't answered her question.  
  
“With the man,” Alistair said. “The bad man. He wants me to devour. Devour it all, he said.”  
  
“That was you.” Max pointed an accusatory finger at Alistair’s snub nose. “You were the one who kept whispering that to me.”  
  
“Sometimes...” He scrunched his eyes up as if trying to answer a difficult math problem. “Bits of my mind wander somewhere else. They come back and tell stories to each other. It’s how I know so much. My parent’s didn’t understand, so they sent me to the doctor.”  
  
“So all of that, my dreams,” Max swallowed a lump in her throat. “Nudge... It wasn’t real?”  
  
“It can be if you want,” Alistair shrugged. “If you help me.”  
  
She bit her lip, considering the offer, and then spoke. “What do you need me to do?”  
  
“That’s easy,” he said. “You need to kill the worm.”

\---

Max shook debris out of her hair and coughed, then silenced herself. Luckily, Arathgor was none too speedy in his moped for the elderly, so she had time to stretch out all of the kinks from her trip to dreamland before dashing back down the tunnel. The grate had been reattached, giving doubt to how long she had actually been out, but she threw those thoughts into the bin and kicked it open, the metal clang reverberating around the alcove in the subway track.  
  
“Max?” Banner came in through her earpiece as the coms came back online. His voice was thick with worry. “Are you alright?”  
  
“I’m fine,” Max quipped back sharply, triangulating her location on the gps and tunnel map from her pack. “I need all units by the southern tunnel entrance in subway track 47B for the final phase of Operation Shepherd.” She praised herself inwardly for paying attention to the lingo in the spy movies she watched on occasion with Gazzy and Iggy.  
  
“Over and out,” Steve replied.  
  
“We’re going to catch ourselves a worm,” Hawkeye chuckled, having risen from his previous state of unconsciousness.   
  
“Yeah,” Max said with a lump in her throat, thinking back on Alistair. “A worm...”

\---

“So it’s in there?” Banner peered through the tunnel opening with skepticism. “I don’t think the other guy will fit.”  
  
“It gets bigger,” Max said. “Just don’t Hulk out until we get to the cave.”  
  
“Another cave?” Steve asked incredulously. “We need to monitor these things better.”  
  
“That’s what cube workers are for, Steve.” Natasha hefted herself over the broken grate and into the tunnel, flicking on her flashlight. “Let’s go.”  
  
The team nodded to each other as they began to make their way through towards the cavern. It didn’t look much more different from when Max had traveled through it except the humming had stopped. She had never gotten a chance to investigate the noise beforehand because she was busy being attacked and all,  but as the tunnel spread out into the cave opening she noticed the distinct absence and it set her on edge. Something was missing.  
  
“Wait,” Max whispered and shot her arm out to the side to hold the heroes back. They advanced into the underground laboratory with caution, weapons drawn. She glanced up at the crest of the hill and noticed that Arathgor and his wheelchair equipment was gone. It was eerily silent and none of them trusted the silence. She did a quick 360. “Something’s wrong.”  
  
Something dashed out of the darkness, a fierce being with an alligator tail, blue and orange patterned scales, with a back adorned with toucan wings. It had the head of a bird but the snout of some sort of reptile and launched itself straight at Banner’s leg. In a split second, Banner hulked out, emitting a roar from the bottom of his prodigious diaphragm. He shook the monster off easily, and it slunk off until back up approached and a whole army of bizarre hybrids of exotic animals emerged from the shadows and attacked the team.  
  
“Gah,” Max grunted as she shook what looking like a monkey with a unicorn horn off of her jacket. It squealed as its head hit the ground. She pulled her last weapon, a lethal-looking hunting knife, from the side pocket of her bag. “What are these things?!”  
  
“Failed experiments,” Steve answered as he deflected a creature with his shield. “You should have paid attention to the debriefing more.”  
  
Max took in a laboured breath as the assault continued, back to back with Steve in a circle of them, and was about to say something when she spotted a gnarled old hand wheeling himself into the fray. “Arathgor,” she cursed.  
  
“Go,” Steve urged, managing to slice a creature in half with his shield. In the background, Hawkeye speared several with arrows and the Hulk was practicing his dismembering techniques. “We’ll be okay here.”   
  
She nodded, Steve covering her enough to let her take off and fly herself above the battle where there were fewer threats. She touched down a hundred feet away at the crest of the hill. A mere yard from Arathgor’s set of wheels.   
  
“You’ve come to a realization,” Arathgor noted, his eyes performing a search and seizure on her own. “Tell me, does it hurt more to know that what you are killing was once a child, or is it easier for you to think of it as a being of pure destruction? Which gives you a clearer conscience?”  
  
“Call off the attack.” Max bored her stare into his forehead as she clenched her sweaty palm against the hilt of her knife.  
  
“You know I can’t do that,” Arathgor replied amicably. “It wouldn’t fix anything anyway. The plan is finished and so are your team.”  
  
“This plan,” Max said. “How do I fit into it?”  
  
“Oh yes, because everything is always about you,” Arathgor said with scathing sarcasm wheeling himself towards the worm. “The winged girl is always the hero.” He spoke towards Max but not to her, it was as if he was speaking to someone else. He then roared, “Why can’t someone else get the credit for once?”  
  
“What you’re doing is wrong, Arathgor,” Max took two paces to the left, avoiding the worm even thought she knew Alistair wouldn’t hurt her, but she wasn’t sure how much of him was animal and how much was still a trapped little boy. “Call off the creatures before it’s too late.”  
  
“Oh my dear,” Arathgor cackled. “It’s already too late.”  
  
Max’s eyes grew wide as the worm reared up and howled a fierce battle cry, surging forward. At first, she believed that it was aimed straight at her and was prepared to dash out of the way, but at the last second it changed course and crashed directly into Arathgor’s wheelchair, swallowing the doctor and his equipment in one large gulp. He couldn’t even speak before he was devoured.   
  
All at once, Mika Arathgor was no more.  
  
The creatures, sensing a loss of leadership, began to fall into a frenzy, no longer under the control of Arathgor’s equipment. They all retreated from the cavern out an unseen tunnel in the depths of the shadows beyond the crest of the hill. The broken bodies of grotesque experiments littered the ground and stained the concrete a sickening black.   
  
Max stood in shock as the worm’s body skidded to a halt, the lumps of metal being broken up by gyrating teeth just below the surface of its skin. She was at a loss for what to do, grasping at straws, until she recalled the dream that Alistair had induced.   
  
 _“You have to kill the worm.”_  
  
She glanced down at the knife in her hand and her mouth set into a grim and determined line. If this was what he wanted, this is what she would do. No one should have to go through life hating the thing that they’ve become.   
  
Max took off running and jumped when she was a few yards away. With one flap of her wings she was on top of it, right over the brain. Her knife plunged through the skull and into the nerve center of the brain, killing it in one swift blow.   
  
All at once, the experiment was no more.

**Notes for the Chapter:**

> And it is done! Finished! Hallelujah! The epilogue is in the nice chapter over and will give you all of the little clues as where to find the sequel an such. 
> 
>  
> 
> Ta-ta!
> 
> -Acca


	14. Epilogue

The cold seeped through the thin denim pants on Max's legs as she sat on the park bench outside the SHIELD headquarters building, sipping coffee from a paper travel cup. A gust of wind whipped her hair forwards, blinding her to the blue sky and the bare trees for a second. When the wind calmed two people stood in front of her. The captain and his hero, a wheelchair between them.

"Are you coming to the debriefing?" Steve asked, one mittened hand resting on the push handles for the chair, the other holding Tony's hand.

"No," Max said.

"Let's go for a walk," Tony said, tapping Steve's arm to tell him to turn them around. Max stood up from the bench and followed, keeping pace with Steve.

"You knew, didn't you?" Steve asked, his blue eyes scanning the path in front of them.

"About what?" Max feigned innocence.

"That it wasn't just a monster."

Max hesitated. "Yes."

Steve sighed, closing his eyes. "When you were at the School did you kno-"

"No," she said sharply, taking a sip of coffee. "I never knew him."

There was a pregnant pause, the only sounds the chirping of birds in the frozen trees as their feet hit the hard ground and Tony's wheels against the pavement.

"Enough of that stuff, I have more important things to tell you," Tony said, breaking the silence.

"Like what?" Max asked, throwing away her coffee in a nearby trashcan.

"First things first, you need a new name."

"A new name?" Max laughed. "What's wrong with my old one?"

"No, a super name," Tony explained. "Steve is Captain America, I'm Iron Man, you can't stay Maximum Ride, you have to have something else. Like...the Avenging Angel!" He looked proud of himself for coming up with that.

"That is possibly the least inspired super hero name I have ever heard of." Max rolled her eyes.

"What about just changing your last name to something else?" Steve offered. "Instead of Max Ride you could be Max Stark-Rogers."

"What?" Max looked up, startled.

"We want to adopt you," Tony said. "We'll do all of that fatherly stuff. Buy you notebooks, beat up your boyfriend, make pancakes, save the world." He shrugged. "Normal family things."

"Will I have to call you dad?" she asked meekly.

"Not if you don't want to," Steve said.

"I prefer grand overlord, but dad will do," Tony said offhandedly.

The sun was beginning to set over SHIELD HQ and New York looked as if it was on fire, a blaze stretching from east to west and igniting the latest home that Max has come to know, and perhaps a more permanent one. She looked at the two men were were about to become her family, a new family, and for a moment suspended in time she felt like nothing could spoil what was on the cusp of reality ever again.

"What's wrong with Avenging Angel? I like Avenging Angel!"

"Tony..."

"No! I want to know what's wrong. She's an angel and she avenges, it makes perfect sense!"

"Tony."

"Steve!"

" _Max_."

**Notes for the Chapter:**

> So now you're probably wondering what I'm going to do with my life after this. Well ta-da, I made a sequel! It is called Avians and Arachnids and it should be up on my profile page if you want to go and take a look. A preview is in the next chapter!


	15. Avians and Arachnids

**Summary for the Chapter:**

> A short preview into the sequel, which takes place three years later.

"She's too happy." Tony crossed his arms with a scowl as Max collapsed on the couch in the living room of the mansion with a dreamy sigh.

"So it's better if she's not happy?" Steve asked as he chunked tomatoes and threw them into the pan to cook for dinner this evening.

"It's a boy." Tony stared at the back of Max's head through the arched doors separating the two rooms as she turned the television on, completely disregarding Steve's question.

"Huh," Steve glanced up from the cutting board. "So that's what a love struck girl looks like. Who knew?"

"I did." Tony wrapped his arms around Steve's waist, resting his head on the back for his soft, light grey t-shirt. "It's what I look like every morning I wake up next to you."

"Perfect answer," Steve twisted around and planted a kiss on Tony's lips, the tomatoes and knife forgotten on the counter top.

The kiss was sweet, like they always were, Tony gaining the upperhand by pressing Steve against the edge of the counters. Their lips were locked firmly for thirty seconds before a pillow was launched at their conjoined faces. They continued to kiss, Tony snatching the pillow out of the air with his eyes closed.

"You two are disgusting," Max said with a horrified look on her face, opening the fridge and pulling out a bottle of water. "I have to eat that food you're fornicating over."

"Just makes it taste better," Tony said, pulling away from a blushing Steve.

Max walked out of the kitchen shaking her head. "I'm ordering takeout!" She hollered back at them.


End file.
